Twist of Fate
by SkywalkerT-65
Summary: It is not an understatement to say that Nanoha, Fate and Homura have been through many dangerous experiences. However, none have been quite like this. For when Homura's attempt at resetting the timeline goes further and merges two worlds that should never have met...the situation can never be the same.
1. Mitakihara?

**AN: Here we have the inevitable result of my stupid behind getting into the Nanoha fandom. It was only a matter of time until it happened, and even more expected that I'd try my own hand at crossing it with Madoka. Considering I'm about to start writing the 5th chapter of this, at least I can say it's working so far.  
**

 **Anyway, I'm making a concerted effort to keep this one going- wouldn't even have started it were it not for my muse flying away from _Soul Hunter_ and _New Hope_ almost being done writing. And to make sure I don't drift into grounds already covered by other crossovers. Some...crossover...is inevitable, but I'm aiming to limit that.**

 **Anyway, on with the first chapter!**

* * *

 _My name is Nanoha Takamachi, and I was a normal girl until my third grade. That was the year I met Yunno Scrya and learned about the world of magic! Yunno-kun needed my help collecting objects called Jewel Seeds, so I helped him. During that I met my best friend, Fate Testarossa. We weren't friends at first of course, in fact we fought several times! But in the end, we became the best of friends and have been ever since, even through more life-changing events. Now I'm in the Eighth Grade...and another of these events that have made my life so interesting is about to happen..._

* * *

 **Chapter 1: Mitakihara?**

"Fate-chan!"

"Nanoha? Did you need something?"

"No, I was just wondering if you wanted to come to the bridge with me! We're almost home after all."

"Of course Nanoha."

Wide smile crossing her face, the brunette Nanoha Takamachi grabbed her dearest friend's hand. Blue eyes sparkled as the pair moved towards the bridge of the Time-Space Administration Bureau cruiser _Arthra_. Walking with her, Fate Testarossa-Harlaown had a fond smile on her face. Her own red eyes followed her friend's new side-ponytail, as they ducked around members of the old ships crew. Waves and nods came from the aforementioned crew, all of them very familiar with the pair of Mages. As both of them were now serving full-time in the Bureau, it was little surprise that they were so familiar in fact. It probably helped that the Harlaown family had quite the presence on this ship.

Fate politely nodded back, while Nanoha grinned and waved with her free hand. She was friends with almost every person aboard the _Arthra_ , and enjoyed seeing them every time she was aboard. Considering the fact that she spent most of her assigned time- time not spent at school, though she was likely as not to leave Earth completely fairly soon anyway -aboard the cruiser, that was quite a bit of time. Not that it stopped her from being happy at seeing the familiar faces though. Nanoha was arguably more familiar with the TSAB crew than most of her classmates.

There were some she was more familiar with than others though.

"Lindy-san!"

Perhaps _too_ familiar, considering the blue-haired woman sitting in her chair was technically her superior now.

"Ah, Nanoha," not that Admiral Lindy Harlaown wasn't overly familiar herself, "and Fate as well. What brings you two up here?"

"We're almost home," Nanoha's smile widened, were that possible, "I wanted to be up here when we got there!"

"That doesn't surprise me," Lindy smiled herself, very familiar with her most powerful mages, "I'll hazard a guess she pulled you with her Fate?"

The blonde nodded, "Yes Mo...Admiral."

To be perfectly honest, Fate wouldn't have correcter herself...were it not for the fact that her adoptive brother, Chrono Harlaown, was rather strict about never calling their mother by _that_ title while on duty.

Lindy herself though, "Oh you don't have to be formal right now Fate. We're not on duty at the moment."

That was also technically true. The Admiral may have been in her command seat, but that was due to her own desire to be there when her old ship arrived at Earth. She had a certain fondness for that planet, even if it was still not an Aligned World. After all...it was Earth that had given her the girl that would become her daughter, and said blonde's best friend.

"Yes Mother," though Fate was still formal at the best of times.

Her mother shook her head at that, though the fond smile on her own lips made it clear she didn't mind, "One of these days, you'll just call me Mom. Then again, I think Chrono might be rubbing off on you Fate."

Nanoha giggled, "I think Fate-chan is rubbing off on him actually."

"Come to think of it..."

Even Fate herself laughed at that, a light blush crossing her cheeks. Nanoha just smiled at her friend, who smiled back warmly. Lindy watched the byplay, a warm feeling in her chest.

Those two...they were closer than any friends she had ever seen. It wouldn't surprise her in the slightest if their relationship went even further...though, that was not likely to happen soon. Nanoha wasn't the type to notice a shift in a relationship like that, and her dear Fate was too shy to ever make the first move. Even so, the blue-haired woman could smile at the pair, content in the knowledge that they always had each other.

"I heard that," and, of course, her first child as well.

"Chrono-kun, I didn't know you were up here," Nanoha blinked, as the male Mage walked up to the group.

"As the Captain is not on duty, it falls to me to be in command," Chrono explained, sending his mother a dry look, "Though I'm also up here because there have been strange readings from Earth the closer we get."

Both Nanoha and Fate were immediately tense at that statement, a look going between the pair. They didn't need to say anything, telepathically or otherwise. Looks could speak a thousand words with those who were so close. And this look communicated exactly what it needed to...worry. Earth hadn't been the center of any magical disturbances since the Book of Darkness incident several years ago. And both of the previous times it _had_ been the center of a disturbance- the Book and the Jewel Seeds before it -the situation had escalated to the point the world was in real danger of being destroyed.

"What kind of disturbances?" Fate asked, stepping towards her brother.

"As of yet, we aren't sure," he replied warily, "Amy is going over the data, but none of it makes any sense. It doesn't appear to be a Lost Logia, but _something_ on or around Earth is giving off strange magical readings."

"Is it dangerous?" the worry in Nanoha's voice was nothing like her typically cheerful demeanor, but made sense in the current situation.

"We can't be sure."

"I assume you're taking all the proper precautions?"

Not on duty or not, Admiral Lindy was always quick to react. Her carefree attitude had vanished, replaced by the experienced professional she was. Blue eyes looked at her son, who stared right back without flinching even slightly.

"Of course. Until we can figure out what is happening, I've had the _Arthra_ slow down. Sorry, but you're going to be a little late, Nanoha."

"Oh that's not a problem," the brunette waved it off with a weak smile, "I wouldn't want anyone to be put in danger because of me."

Fate put a hand on her friend's arm, eliciting a stronger smile. The girl turned back to Chrono, a question in her red eyes, "How long have these disturbances been happening?"

"Not long," there was the slightest tone of frustration in the Enforcer's voice now, "Which is what is strange about this. There haven't been any reports of odd activity around Earth, not for years. Then all of a sudden, there are magical and dimensional disturbances of a type we've never seen before. Between Amy and Yunno I'm certain we can figure it out though."

"That is odd," Fate agreed, a thoughtful expression crossing her face, "The Jewel Seeds were similar, but at least in that case we had a definite start."

Chrono nodded, "We don't have that here. In fact..."

In a somewhat typical situation, the moment those words left his mouth alarms began to sound. The brilliant red EMERGENCY began flashing on the viewscreens, as the crew jumped to stations and began to figure out what was going on. Chrono sent a look at the younger girls, before jumping down to rush towards Amy, deeper in the hull. Nanoha watched him go, squeezing Fate's hand tighter. Her blonde friend squeezed back, as both turned to Admiral Lindy with worried expressions decorating their faces. No one in their right mind would attack even an old ship like the _Arthra_ when it still had the Arc-En-Ciel aboard, which would only mean that...

 _Earth...Mom, Dad...everyone..._

Nanoha started when Fate slid closer to her, giving comfort as much as she was seeking it. After all, while she may live on Midchilda most of the time, Earth was the first _real_ home the blonde had ever had. It would hurt her just as much if something happened.

 _"The dimensional effects are growing!"_ Amy's voice spoke over the comm systems, _"At the current spread, a dimensional quake will overtake the entire Sol System within a few minutes!"_

Understandably, the girls shared a shocked look at that. Impacting one entire planet was already difficult. An entire star system was another matter entirely.

"W...what's happening?" Nanoha spoke softly.

"I don't know," Fate replied, moving even closer to her friend, "I'm worried. Mother, do you know anything that could do this?"

Lindy shook her head, "No. The only Lost Logia that I'm familiar with that has this level of power were the Jewel Seeds. There might be one I'm not familiar with, but..."

"Fate-chan," the brunette in the group turned to face her friend, "We have to get down there!"

"Right," Fate nodded, determination clear in her pretty face.

"No," only for the Admiral to shoot that down quickly, "Until we're sure what's happening, I can't let you two go."

"But Lindy-san!"

"No...I'm sorry Nanoha, Fate. But I won't let you two go down there when we don't even know what is causing this. I'm sorry."

The Admiral was well aware that the two weren't going to like that. The subtle tensing in her daughter's shoulders and the way that Nanoha bit her lip told her that much. Some things truly never did change, no matter how much more mature looking the two girls were. Nanoha was still the brave little girl who was determined to always help, even if it meant throwing herself head-first into danger. And Fate would follow her into the danger, always right next to the girl who had saved her life. Lindy knew that as much as she knew her own hands. It was just a fact of life when it came to these two.

But this just _wasn't_ a situation where going in like that would work. They didn't even know if there was anything to seal, which rather defeated the purpose of sending Mages down. It was just too dangerous to go into a situation like this without knowing at least something of what was going on first.

 _"The Quake is still spreading! And picking up speed!"_

Leave it to Amy to distract them all.

"How fast?" Lindy asked, immediately slipping into full-commander mode, "And estimated distance?"

 _"A light year a second,"_ Amy answered quickly, the sound of her voice somewhat strained, _"At this rate, the entire dimension will be impacted."_

The sudden increase in speed and distance had even the Admiral paling. Nanoha and Fate didn't _quite_ understand the speed it was moving at, neither of them being experienced in such large distances yet, despite everything else. Lindy though, she fully understood it. Moving that fast...overtaking the entire dimension that Earth resided in...that was almost inconceivable. _What_ could possibly be powerful enough to impact an entire _dimension_ like that? Very, _very_ few things was the answer...and certainly nothing native to Earth.

"Bring us to a different dimensional plane," the Admiral ordered, not wanting to test the _Arthra's_ shields against a disturbance of that magnitude.

"Yes ma'am!"

The shifting colors outside the bridge windows changed color momentarily, as the TSAB cruiser easily shifted to a different dimension. Her sensors were still trained on Earth however...until the quake reached where the ship had once been. Static overtook the view, as even in a separate dimension the _Arthra_ shook slightly.

"Oh no..." Nanoha whispered, clutching Fate's arm at the idea that something had happened to her home.

"That much power..." not that the blonde was much better off. She didn't...exactly have good experiences with incidents of this scale.

Luckily, the shaking was minor and soon ended. Not so luckily...the viewscreens came back up empty. Just stars, no sign of the Earth that they had been previously watching.

"No," the brunette clenched her hand tighter, "what happened?"

"Amy?" Lindy asked.

 _"Scanning,"_ the intelligence officer replied, _"that is where Earth_ should _be. But, here is where it_ is _."_

The previously star-filled screen switched to the familiar blue orb, looking none the worse for wear despite being the epicenter of a dimensional disturbance powerful enough to impact the entire dimension the world called home. To say that was unusual would be an understatement. Lost Logia came from other worlds that had suffered a similar fate...but they never came out intact. By contrast, Earth looked the same as ever, even though it had apparently moved in space from where it should have been. And not one of the crew had the slightest idea how that was possible.

Not even the Admiral or her son, the ones who might have had some inkling of the situation.

 _"Somehow, this entire dimension has regressed in time approximately one and a half months."_

Nanoha's head snapped up, when Fate's hand clenched _her_ this time, "Back in time? I thought magic couldn't do that?"

"There were legends that Al-Hazard possessed spells that could," Fate spoke up, making the tightening of her hand understandable.

 _Her mother...was this Precia?_ Nanoha worried that it might have been an experiment by her. The horrible woman should have been dead, but they really didn't have any way to say for sure either...

Lindy shook her head though, "Even if those old legends were true, there isn't any way to get to those spells. Still, something happened."

"Please, let us go down there!"

The Admiral turned to Nanoha, nodding slightly, "I couldn't stop you right now if I tried. Please, be careful...we don't know what happened."

"Yes ma'am!"

"Of course Mother."

Both Mages were quickly teleported down to the surface of Earth once the _Arthra_ had reentered the requisite dimension. The only question was...what had happened, and who- or what -was the cause of such a massive dimensional quake...

* * *

When the magic runes at their feet cleared, Fate and Nanoha found themselves standing in a park that was at once familiar and entirely foreign. It _looked_ like Uminari. At least, it more closely resembled the brunette girl's hometown than Midchilda did. At the same time though, the city surrounding them was less compacted than the urban sprawl that Nanoha and her friend were familiar with. Flying around and- in a couple cases _through_ -the forest of skyscrapers that made up the central area of Uminari made one rather familiar with it. Where they were standing however...was far more open. There were still many skyscrapers, but they were more spread out...and rather _larger_. There was a pair of spires that towered well over anything that Nanoha was familiar with...even bigger than Fate's old 'home'.

That was far from the only difference though.

"Fate-chan?"

"Nanoha?"

"Everything looks so...new!"

Fate nodded warily, "Too new. I don't recognize some of this technology, and its not Mid-Childan either."

Most of the technology the two saw on billboards and otherwise, looked a lot more advanced than what either girl recognized. Even the phones being carried around were better than what they were familiar with. It was...more than a little strange.

"Are we sure this is Uminari?" Nanoha asked, confusion clear in her blue eyes.

"Hmm," Fate closed her eyes, focusing her magic on identifying their location, "it is. Well, it should be anyway..."

"But it _can't_ be!"

"I know. We should find your home Nanoha, maybe your parents know what happened?"

That was a long shot, since the Takamachi family at large still didn't really know the inner workings of magic. They were aware of what their daughter was, but that was one thing. No other member of Nanoha's family had the potential to be a Mage, and as such, would be completely unaware of ordinary magic cast around them. But something big enough to do...this...might have been noticed.

One could hope anyway.

 _-0-0-0-0-0-0-0-0-0-0-_

"Mom? Dad?" Nanoha called when they reached her home.

Not that it had been easy to find the home in question. With what had happened to Uminari...it was difficult to find _anything_ any more. The Mages lucked out in that the address was still the same at least.

"Nanoha?" her mother came into view, wiping her hands on her apron, "Shouldn't you be in school right now?"

"I was with Fate-chan, remember?" the young girl replied, smiling at her friend, who was still a _bit_ shy around her family.

"I'm sorry," the girl in question bowed, "We didn't expect a delay on our way home."

The older woman nodded, "That's not a problem then! Just make sure you let your teacher know, okay? I'm sure she doesn't like students skipping her classes. I could have sworn you weren't starting that visit until a few days from now though..."

 _"She hasn't noticed anything wrong..."_

 _"I noticed,"_ Fate nodded at the questioning tone in Nanoha's mental communication, _"Something is very wrong here Nanoha."_

 _"I know Fate-chan. Maybe we should try the school next?"_

It seemed like the best option. Clearly, Nanoha's mother didn't see anything different with the town. She would have made some sort of comment on it by now were that the case. The fact she _didn't_ clearly meant that something was off, even more than it had seemed at first. Because it was rather hard _not_ to notice what the city looked like, just by looking out a window. Not to mention the time-dislocation on top of that. The entire situation was fishy, to say the least. Whatever had happened had done so without anyone noticing anything different.

That was powerful magic in its own right.

Nonetheless, the two girls could do nothing but continue their search for answers. Waving goodbye to her mother, Nanoha pulled up a map with Raising Heart. The old Uminari had been overlaid over the new one, with landmarks marked for convenience. For instance, the brunette's home was still in roughly the right location, despite the vastly different city layout. The school, then, should also be in the same spot. In theory.

 _"I wonder what did this Fate-chan,"_ Nanoha continued speaking mentally, as the two young teenagers dodged around various people walking through the streets as they headed to school.

 _"Your guess is as good as mine,"_ Fate replied, eyes scanning the area curiously, _"I don't know any magic that can do this. Change the area around maybe, but completely replace the city?"_

 _"And we know that they transported us to the right town since Mom was here..."_

 _"So we didn't accidentally end up in a different city."_

Nanoha nodded absently, _"Nope. I'm...I'm a bit worried Fate-chan. Mom was okay, but what about_ _Suzuka-chan? Alisa-chan? Are they okay?"_

Her friends had _some_ level of magical potential. They had both been inadvertently caught up in her adventures at times, though never in outright danger. They might well have noticed what happened, if it didn't hurt them in some way.

 _"I'm sure that they're okay Nanoha,"_ Fate smiled at her friend, taking her hand in her own, _"We just need to get to school, and see how things changed there. They might even know what happened."_

 _"Hopefully..."_

Both girls could agree on that statement. The last thing either wanted was to see their friends in danger or hurt. But if they at least saw what happened...that would be something, right? After all, the Mages _had_ to figure out what had occurred somehow. And with all the other TSAB agents native to Earth- well, technically that was only Hayate, though her Knights might as well have been by now -not there at the time...it was likely only Nanoha's old friends might have seen what happened.

 _"What if they didn't though?"_ the brunette continued, worry tinging her voice, _"How would we figure things out then Fate-chan?"_

 _"Amy and Chrono are working on that right now,"_ her friend replied, absolute confidence in her voice, _"They might bring Yunno in as well. If they can figure out the Book of Darkness, I'm sure they can figure this out as well Nanoha."_

 _"Yeah, you're right Fate-chan. They always do know everything!"_

With a bit more of a skip in her step, Nanoha moved forward with her friend's hand still tightly clutched in her own, the traffic slowly thinning out as they walked along a small stream. Tall trees sat along either end of the empty path, lending a much more natural feel than most of the Uminari they were familiar with. It was odd really...the path to Uminari Middle School was crowded with buildings, not greenery. Yet another difference to add onto the many they already had then.

 _"I see the school!"_ Nanoha 'shouted' excitedly, only to slow down at the sight greeting her, head tilted to the side, making her ponytail look even longer, _"Huh? That's..."_

 _"Not our school,"_ Fate supplied, red eyes narrowing slightly, _"That's nothing like our school. Where...Nanoha."_

Shaken from her stupor, the blue-eyed girl looked at her friend, who had dropped her hand and moved to kneel in front of a stone plaque, with the name of the school on a metal segment.

Only...

"Mitakihara Middle School?"

It was wrong.

"Fate-chan..."

"We know we aren't in the wrong town," the Mage got to her feet, voice thoughtful, "But this should say Uminari. Come to think of it, did you see anything with Uminari on it Nanoha?"

Her friend tilted her head again, "No actually. Fate-chan, why is that? Don't tell me we're in another dimension?"

"Impossible, not with our technology and your mother here. Still though, something is off. Bardiche?"

 _"Yes sir?"_

Fate's Intelligent Device glowed slightly, his mechanical voice quick to respond.

"Scan the internet and search for anything marked Uminari."

 _"Scanning. No matches found."_

"Mitakihara?"

There was silence, before a floating hologram appeared in front of the girls. Streams of data rolled over it, but all of it spoke to one thing in particular. A large number of references to Mitakihara City, and all of them came with the map that Raising Heart had overlaid on the one of Uminari. That could only mean...

 _"Mitakihara City has taken the place of Uminari. No data on how this has occurred."_

Nanoha and Fate shared a look at that, the same question running through both their minds. They hadn't just gone back in time then...they had somehow ended up on an Earth that developed differently than their own, despite still sharing _their_ history. Otherwise Nanoha's mother wouldn't have known Fate or so easily brushed off them not being at school. But how different did the changes truly run? Was everyone they were familiar with still here? Their friends? The rest of Nanoha's family?

And again...the question arose of _what_ power could do something on such a truly massive scale. Nothing should have been capable of it, but all the evidence showed what had happened. Earth had changed, and there was no indication how.

"We have to get back to the _Arthra_ ," Fate held her hand out to her closest friend, "They need to know wha...what happened."

"Uh huh," Nanoha nodded, taking the outstretched hand, "Maybe they can figure out how to reverse it?"

"I don't know if that's possible," her friend frowned slightly, "I...I don't know if Hayate even has enough power to do something like this."

"Well it's worth a shot at least, right Fate-chan?"

"Right."

Because even if they couldn't find the answer easily, it was at least worth trying. Reversing the effects of this powerful of a Magical event might well be beyond even their significant power, coupled with the only living SS Rank Mage in the form of Hayate Yagami. But that didn't matter in the end, because...well...

 _We always manage to fix things somehow..._

 _Even if we lose someone precious in the process. Mother..._

 _We never give up._

 _We never lose._

Nanoha and Fate were _not_ the type of girls who would give up, even in the face of what looked impossible. The more impossible something looked, the more determined the girls became to push themselves to their limits and beyond in the effort to fix it. Nanoha had fought a skilled Mage with no training of her own, all for the goal of figuring out if the 'girl with the sad eyes' would be her friend. She had gone from a girl in over her head, into possibly the most talented Mage in Bureau history, all for the simple goal of befriending a girl who fought her at every turn. That was the determination of Nanoha Takamachi.

By contrast, Fate had fought every her now-dearest friend every step of the way, entirely to help a mother who didn't love her. She had fought through the pain of failure and the disappointment of her mother. She had kept going when others would long since have given up hope. Because that was who she was, and Fate Testarossa-Harlaown did _not_ give up on anything.

"Come on Fate-chan, let's figure out how to fix this!" Nanoha grinned at her friend.

Fate smiled back, "Or at least what happened."

"Uh huh!"

With that said, the two girls focused their magical energy, vanishing in a flash of runes as they returned to the _Arthra_. The question of just _what_ had occurred was eating at both of them, and they _needed_ to figure it out. Something was seriously wrong, and somehow...despite all the determination they possessed to fix the situation...

They had the feeling they wouldn't like the answer.

* * *

 **AN: And there we go. I hope everyone enjoyed the chapter. And as I worry every time I enter a new fandom...I hope I did the characters justice.  
**

 **Not much to say down here as it's just the first chapter...so again, I hope everyone enjoyed the chapter! Leave a review if you did...I like knowing my ideas have merit, and that _is_ the best way to know for sure. Considering I've got ideas floating around to push this story- or series if needed -through to _ViViD_...it would certainly be helpful to know if it's good.**


	2. Mysterious Barriers

**AN: Next chapter we go. I'm thinking weekly updates on Saturday for this one, provided I can keep up with my surplus chapters. Let's hope so.  
**

* * *

 **Chapter 2: Mysterious Barriers**

"Welcome back. Did you two find anything?"

"About that Lindy-san..."

"Something has happened other than just the time going back Mother."

Lindy Harlaown sent her daughter a curious look, absently stirring her tea while ignoring the look Nanoha was sending her, "What do you mean Fate?"

"The city down there isn't Uminari," Fate answered, "I had Bardiche check to make sure."

"The coordinates were accurate."

"They were, but everything else calls the city Mitakihara," Nanoha added, "and my Mom didn't act like anything was odd, when...it looks like that."

Nanoha waved her hand at the viewscreen, now showing the drastically different cityscape. A city that had more than a few on the _Arthra_ scratching their heads. It was odd enough in its own right that there was somehow a magical power great enough to shift an _entire dimension_ back in time. Especially since the tremors had ceased and there was no sign of whatever caused the slide back in the first place. But to do that, and replace an entire city while simultaneously upping Earth's technology by _at least_ a couple decades...that was getting into the territory of absurdity. Nothing like this had ever occurred before...within their knowledge at least, and when you had a ship with access to the Infinity Library, that was saying something.

"This is very strange," Lindy sighed.

Understatement of the century there. Nothing made the slightest bit of sense at all in relation to this situation. It was outside the norm even for an organization that used _magic_ for everything and routinely went between different _dimensions_ on a moment's notice. Which was frightening in its own right, as Lost Logia's tended to _not_ stay on one world. And that was the most _minor_ this could be...the idea that a Mage could do something of this scale was potentially worse, as any Mage could _leave_ Earth when they pleased. The idea of someone of this power running around on Mid-Childa wasn't exactly appealing, to say the least.

"I have Amy looking into the situation now," the Admiral continued, "If there is anything down there, she'll find it."

 _"Speaking of me,"_ the girl in question spoke up, _"I have something. Can you come down here?"_

"What did you find?" Fate asked.

 _"It's a big...mystery."_

"What kind of mystery?" Nanoha asked this time, curiosity clear in her voice.

 _"A big one!"_

Sharing a look, the three Mages on the bridge moved as one towards the deeper portions of the _Arthra_ , where Amy was stationed. Probably still with Chrono watching over her shoulder. The fact he had been silent during her teasing was a sign that whatever was up was serious though. He normally cut her off fairly quickly...

 _-0-0-0-0-0-0-0-0-0-0-0-_

"All right Amy, what's going on?"

The short-haired girl turned her head, data streams running in front of her, "Captain! It might be easier to say what _isn't_ going on."

"What's that mean?" Nanoha blinked.

"Just that every bit of data I'm getting doesn't make any sense," Amy sighed, turning back to her screens as Chrono ran his own eyes over them, "Nothing at all actually, which is odd in itself."

Fate stepped forward, her own eyes examining the data, before she shook her head slightly, "That doesn't make any sense."

"I know."

"Be more specific please," Lindy sighed softly, aware of her subordinate's tendency to get too wrapped up in her work.

She at least had the grace to blush slightly, "Right, sorry ma'am. I've had the sensors looking for any signs of Lost Logia, familiar or otherwise. There isn't any sign of one down there though. Even the Jewel Seeds had a residual trace that we could find given enough work. It was how Fate knew to look in the ocean when we ran out on land..."

The girl in question flinched slightly at _that_ reminder. If it hadn't have been for Nanoha she would have died in that foolish mission of hers.

"...but there isn't any Lost Logia related magic on Earth or anywhere nearby."

Lindy sighed again, placing her hand on her cheek, "So we have no idea what caused this."

"Sorry ma'am," Amy certainly sounded apologetic, at least until she looked back at her data, "That's not the strangest thing though. Earth is ordinarily fairly barren so far as magic goes. Nanoha and Hayate are outliers, since most people down there don't even have a Linker Core, leave alone magical potential. The thing is..."

Chrono stepped forward, "That isn't the case anymore Admiral."

As one, the eyes of the others turned to the one male in the room. Chrono didn't even flinch, as he began typing on Amy's console, condensing the data. A hologram of Earth popped up, soon joined by a second. The first was dim, with only a handful of equally dull lights scattered across the globe. The other lit up like a Christmas tree, brilliant lights shining from everywhere but the poles. There were certain clusters that were even larger than the rest though. Typically coinciding with large population areas, there was one in particular that had more than the rest.

More specifically, Umi...Mitakihara. There was at least a dozen lights scattered in the immediate area of the city and its surroundings, data scrolling by them. One in particular glowed brighter than any other, so much data flowing by that it was almost impossible to read. Fate at least was able to keep track of it, and her eyes widened noticeably. Nanoha grabbed her friend's hand, turning those red eyes in her direction instead.

"Fate-chan?"

Instead of replying to her friend, the girl turned to her adoptive brother, "Chrono? Is that saying what I think it is?"

A nod answered her, "Yes. The first hologram is the Earth _we_ remember. Each light represents a person with magical potential, the brighter the color the more potential they possess. Clearly, there wasn't much there. Amy is correct when she said that Nanoha and Hayate were outliers. The second one though..."

"That's Earth now?" Nanoha asked, quickly picking things up.

"Exactly. While there are no signs of Lost Logia, Earth has nearly as much Magical power- and trained power at that -on it now as a more advanced world. Not at Midchildan levels, but far more than it should have. That one in Uminari in particular...at the _least_ AAA rank in potential power, if not higher."

Understandably, both Fate and Nanoha blinked at that. While giving a rank based entirely on power was...iffy...it was still notable. Both of them had the same, AAA, in mana levels when they had first been found by the TSAB. It wasn't exactly common for someone to have that much raw power without any TSAB training however. Very, _very_ unusual in fact.

"So we have a lot of Mages," Lindy mused...only for her son to interrupt her.

"I said they were trained Admiral," the boy sent an apologetic look for interrupting his mother, "But the interesting thing is...that training is unlike anything I've ever seen. Without being there in person it's impossible to know exact details, but the sensors don't detect any Midchildan _or_ Belkan style magic in use. There are a lot of skilled mana users, but none of them are using an identifiable form of Magic."

"I thought there weren't any other styles?" Fate asked warily.

"There aren't," Chrono replied dryly, "Or shouldn't be in any case. Most magical societies don't reach the point of developing their own systems before the TSAB contacts them. There are outliers, but it's very rare. And Earth certainly shouldn't have any."

Amy chose that moment to break in, "There is one similarity though."

Her data zoomed in on Mitakihara, more specifically one one of the magical signatures. Not the mysteriously powerful one, but a dimmer one. Data began to flow again, and this time everyone in the room recognized it. Nanoha had seen Yuuno use it enough times and had done it herself on more than one occasion as well.

"Barriers?" she asked curiously.

"Yup," Amy nodded, "For every Mage signature there's on average a dozen or more of these barriers. Sensors can't penetrate them though, so your guess is as good as mine what they're hiding. The thing is though, they aren't standard either. Where the Mages have at least somewhat traditional magical readings, these barriers are..."

"Strange," Chrono continued, "The sensors are reading magic more like the Defense Program the Book of Darkness had. It's at least as dark, though far weaker. The fact this is spread wherever the Mages are is worrying."

Nanoha had fallen silent, looking at the pulsing lights of these barriers. There were so many in Um...Mitakihara. Several were close to the school, one in particular along an alternate path that went across a bridge. To say she was worried would be an understatement. The last time her friends and family had been in so much potential danger was the Jewel Seed incident...and the end of the Book of Darkness one. Sure, most barriers operated on a principle of moving non-Mages out of the dimension they were overtaking. But not all of them did...and the darkness of these ones meant they might be the ones that didn't.

It was completely understandable for Nanoha to be extremely worried. Fate recognized as much, because her hand was on her friend's again, purposely ignoring the sly look Amy sent the pair. The blonde squeezed her friend's hand slightly, before turning to her brother and mother.

"Can you find out anything more from here?" she asked, already knowing the answer.

"No," Chrono replied.

"Unfortunately, the barriers are interfering with our scans," Amy supplied, "We cant see what's inside, only where they are. And..."

The barriers blinked out, before new ones appeared in different areas.

"That happens," the officer finished.

Lindy frowned, "The barriers move?"

"Yes. Or at the least, they are taken down and replaced with new ones. Like I said, we can't tell from here."

"I'll have to deploy teams then," the Admiral rubbed her face, feeling a headache coming on, "Nanoha, Fate."

"Yes?"

"Mother?"

The blue-haired woman smiled at the younger girls, "You two can go back down now. See if you can find anything out in Um...Mitakihara. I'll deploy the other infiltration teams in other cities, but I imagine you two want to make sure that Nanoha's family is safe."

Nanoha smiled widely, "Thank you Lindy-san!"

Fate's smile wasn't as wide, but it was equally warm, "Yes, thank you mother."

All the Admiral did was wave the girls off, both of them rushing to transport back down to the surface. For her part, Lindy continued to watch the data with her mind racing. The implications she was facing truly worried her, more than she would ever show around her subordinates. Because this situation was quickly escalating from a potentially natural occurrence- it was hard to argue that any one Mage could pull off a dimensional disturbance of this scale -to something engineered. It was the only explanation for the surge in Mage activity on Earth.

And she didn't like that, not at all.

* * *

The moment that Nanoha and Fate appeared in Mitakihara, the two girls set out for the nearest barrier. If there was any way to figure out what was going on, it was inside these barriers. That was the logic they were operating on at any rate...it made the most sense that the answer they needed would be inside the dark barriers.

"Fate-chan? What do you think these barriers are?" Nanoha asked her closest friend, as the two jogged down nearly empty streets.

"I have no idea," Fate replied warily, "that data didn't make any sense to me Nanoha. They aren't anything like our own."

"Or the Knights either," the brunette sighed, "I'm even more worried now."

"We both are, trust me," worried or not, she managed a smile at her friend, "But we'll figure it out Nanoha. We always do, right?"

"Good point Fate-chan!"

Nanoha's bright smile made her friend feel slightly warm, as she did her best to ignore the flush on her cheeks. All she had done was say what she always did, the truth. No matter the situation, they always pulled through in the end. Still though, when Nanoha sent that type of smile at her it always made Fate feel good.

Especially since she was the only one who ever saw it.

 _"Master, the barrier is nearby."_

Not that the smile lasted. The pair of Mages were excellent at landing where they _wanted_ to when teleporting, and in this case, that was near to one of the barriers. This one in particular being near the Mitakihara High School, though far enough away that it wouldn't be noticeable if one wasn't looking for it. But that was the case no matter where it was. Unlike a normal barrier, neither Fate nor Nanoha could see it spreading over the area. Their devices and senses _said_ there was a barrier, but they couldn't _see_ it. An invisible barrier...the situation just became more and more odd the longer it went on.

At least Raising Heart and Bardiche could still identify the barrier though. Being fed data directly from the _Arthra_ was useful in that respect to be sure.

"Right," Nanoha nodded at her device before turning to her friend, "Are you ready Fate-chan?"

"Of course," Fate nodded back, pulling out Bardiche's pendant.

For her part, Nanoha held up Raising Heart's gem, the two girls sharing a look before holding their devices skyward.

"Set up!"

When the resulting pink and yellow energy had cleared, the two were dressed in their standard Barrier Jackets. Nanoha's blue-white and Fate's red-black contrasting each other as much as usual. Not that either of them noticed that contrast by now. The girls were as familiar with the other's Jacket as their own and it didn't bother them that they were polar opposites in this regard. They merely moved forward warily, Raising Heart and Bardiche pointing in the direction of the barrier.

A barrier that only came into view with a slight application of magic from Raising Heart. Pink light grew along the large red jewel at the top of the staff, expanding slightly to influence the air in front of it. A strange symbol appeared out of nowhere, spinning slightly before stopping.

"Fate-chan?" the brunette looked at her friend, "This barrier is even weirder now..."

Fate nodded, "Agreed. Let me see..."

Holding Bardiche up against the strange symbol, Fate blinked when she felt almost no resistance to the movement. Clearly whatever was inside didn't want them outside at least. Normal barriers were not so easily penetrated, to say the least. Pushing harder, her hands tightened on her device when the tip of Bardiche went inside the symbol, vanishing from sight.

"Anything?" the blonde asked her device.

There was no reply.

"I think we have to go inside to hear Bardiche, Fate-chan," Nanoha said.

"Most likely. Only one way to find out."

Sharing a nod, both girls jumped at the strange symbol. There was only a momentary resistance, a slightly cold feeling, before they were through. And blinking shocked blue/red eyes. Because instead of what they might have _expected_...the area around them was _freaky_. Barriers that the girls were familiar with would have merely changed the coloration of the sky and their surroundings, while removing any without magical powers. So it _should_ have just been the same view that it was outside the barrier in the end.

Instead...

"What...is going on?" Nanoha breathed, looking around at the almost...surreal landscape around her.

"I've never seen anything like this," Fate agreed, looking back at Bardiche, "Anything in the network?"

 _"No sir."_

 _"This magic is not in our databanks Master."_

If neither device had any information on their surroundings, that just made it all the odder. Because instead of the High School and surrounding buildings, the Mages found themselves standing in a place that looked more like a mad child's scrapbook. Random drawings etched on walls, with rainbow roads stretching into the distance. Pieces of crayon stuck out at random points of the walls, some sharpened to the point where they approximated swords. I really did look like a child's playground turned into a demonic reflection.

"I don't like this Fate-chan," the brunette continued, "There is something very wrong here."

Fate didn't dispute the point, "We need to find whoever is doing this Nanoha. Maybe we can get some answers that way."

"Right. Area Search!"

Pink lights flew from Raising Heart, spreading through the strange area surrounding the girls. It wasn't long before there was a reaction...albeit one they could have done without.

 _"_ _Magical creatures approaching Master,"_ Raising Heart spoke.

"What kind?" Nanoha was immediately on guard, Fate much the same.

 _"Unknown. The power matches the barrier but is too weak to support it."_

"Familiars?" Fate suggested.

"Like Arf or Zafira?"

"Maybe. But they would be strong enough to manage a barrier like this on their own. At least Arf is."

Nanoha knew better than to doubt her friend when it came to her Familiar, so she just nodded, "Well, hopefully they don't attack us Fate-chan."

"I doubt that they won't."

 _Maybe so, but I would rather talk with whoever created this. Figure out what's going on!_ Nanoha thought, even as she charged her magic for a fight. She had a reputation for enjoying magical fights- _which I do!_ -but she far preferred at least making the attempt to talk first. 'Befriending' someone should be a last resort like it had been with Fate.

 _I'd really rather avoid fighting until we've at least tried talking..._

Unfortunately for her, that probably wasn't an option. Because the sound of...clanking...began to echo through the strange landscape. A dozen toy soldiers walked into view, supersized to be larger than the average human. Each of them was colored in a different shade, and they all carried sharpened pencils in the same color in place of rifles. The soldiers came to a halt across from the Mages, silently staring with misformed faces, resembling a crude drawing.

Both girls shared a look, Fate's hands resting on Bardiche...ready to move at a moment's notice. For her part, Nanoha stepped forward slightly, the still-unmoving soldiers staring her down. Managing a smile, the girl looked back, doing everything she could to avoid looking threatening. She wanted to avoid fighting if possible after all.

"Hello?" Nanoha asked calmly, "Are you the ones who created this barrier? Or is there someone else doing it?"

There was no response from the soldiers. Well...

"Nanoha!"

No _verbal_ response. One of the figures drew back its arm suddenly, before lobbing its pencil-spear at the brunette. Who threw her hand up, the pink form of a Protection spell taking the blow, as the pencil snapped from the force of impacting what amounted to a solid wall of magic.

 _"I don't think talking is going to work,"_ Fate chided her friend telepathically, running forward, a Photon Lancer already charged on Bardiche.

 _"I had to at least try Fate-chan!"_

Fate smiled, _"I know Nanoha. But it won't work here, we have to fight to the center of...whatever this barrier is. Whoever is creating it must be there, if these are some form of Familiar."_

 _"You're right Fate-chan."_

Another smile was directed at the brunette, before Fate narrowed her crimson eyes on the 'Familiars' that were tossing seemingly regenerating pencils in an effort to break Nanoha's barrier.

" _Photon Lancer."_

As Bardiche spoke the name of Fate's signature bombardment magic, Nanoha dropped her defense and instead focused magic on her feet. Her signature fins appeared, as she took to the air, easily avoiding a flying pencil along the way. Beneath her, Fate sent out a wave of five balls of lightning, the soldiers making no effort to dodge. The blonde expected to see defense magic appear in front of them if they weren't going to dodge. Some Mages- Yuuno most notably -specialized in it, and if the Familiars did the same, they could be formidable in defense. But her eyes widened when, instead of a barrier appearing, the soldiers just...

Took her shots head on. Charred holes were blasted through their chests, the caricatures crumpling to the ground before fading in a wash of magic.

 _"What? Why didn't they..."_

Nanoha blinked from her place in the sky, _"Fate-chan, what if they can't use magic?"_

 _"But any Familiar..."_

 _"Nothing about this is normal right? Maybe only the creator of the barrier can use real magic?"_

Fate nodded, lowering Bardiche...before it switched to its scythe form. Crackling yellow energy flew out, giving her device its familiar blade of lightning. Fate looked at the soldiers, regrouping as they began splitting their pencils between her and Nanoha.

 _If they can't defend...get in close so they can't attack._

The blonde Mage shot forward, her speed far more than enough to dodge any pencils sent her way. Spinning and weaving around the barrage, she reached the Familiars. Arms angling up, Fate cut clean through two of them with one blow, sending the pieces falling in a wave of magic. She wasn't comfortable killing, but...these Familiars didn't seem like they were alive. Not in the way they acted or looked. Perhaps they were artificial entities created entirely by magic...not unlike automatons used on Midchilda. No matter what they were, she easily ducked under a swing from one wielding a crayon sword, her cape fluttering around the girl as she jumped back, Bardiche cleaving through the crayon and the arm holding it.

 _"Fate-chan!"_

Moving further back at the warning, Fate smiled slightly. She knew _exactly_ what Nanoha was about to do.

"Divine..." pink light grew at the end of the now-barreled form of Raising Heart, "Buster!"

Namely, a brilliantly pink beam of destruction. When the light faded, not one of the Familiars was left standing. Nanoha dropped down next to her friend, a bit of steam from Raising Heart the only sign she had fired at all. When they were younger that beam might have taken more out of her. Now? Nanoha could fire a dozen Divine Busters of that scale without slowing down. Her friend smiled at the blonde, at least until they felt a tremor in the ground. Both girls looked up, as a set of...doors...began slamming open in rapid succession. The terrain all around them changed with the doors, until they ended up in a _massive_ circular area.

"What just happened?" Nanoha got out, looking around.

"Magic," Fate replied, "very strange magic. The barrier reorganized itself on its own."

"This keeps getting weirder and weirder Fate-chan!"

She didn't dispute the point, examining the area they had ended up in. The general aesthetic of the Barrier remained intact, but they were in what resembled a colosseum. Rainbow walls rose all around the girls, fencing them in with no clear way to leave. More of the soldiers stood in lines around the edges, clearly blocking the way out as well. A crudely drawn sky capped the room, making flying out impossible without blasting a hole. Something that Nanoha was likely capable of easily enough...were it not for both Mages being forced to look towards the center of the massive room.

Where a horrifying sight stood. The form of a girl no older than themselves, horribly twisted and mismatched though she was. Green hair flowed from a head pierced by a pencil, paint flowing where blood should have been. Blood red eyes stared out of a face twisted in pain, half her teeth missing, the other half replaced by the ubiquitous crayons. And that was the most _normal_ part of the girl. Her body was twice the size of any normal human, a mass of roiling paint where her legs should have been. The arms were twisted and bent at an unnatural angle, both holding appropriately sized pencil-swords.

The horrible figure screamed at the Mages, her voice broken and higher pitched than any girl should make.

"Fate-chan...I think that's the source of the barrier," Nanoha whispered, a tinge of worry in her nearly-purple eyes.

"I agree," the blonde nodded back, voice pained, "I don't know what happened to her, but she looks like she's in pain."

"I noticed...it's horrible Fate-chan. We have to do something to help her."

 _Nanoha...you always want to help,_ Fate admired her friend for that. But at this point, it might not be _possible_ to help. This girl looked like the Book of Darkness defense program had taken over her body, and short of destroying that body...there might not be anything they could do to help her.

 _"Haken Form."_

As such, Bardiche transformed once more, as the Mage held her weapon towards the girl in front of her.

"Yah!"

Charging forward, Fate brought her yellow scythe blade down on the girl. Even if the Familiars had lacked it, she expected to see either a Midchildan or Belkan style shield take the blow. Even knowing that this magic was entirely different from _either_ style. But instead of a shield, she was met by a tendril of paint shooting up from the mass that served as the girl's lower body, the steam from its contact with Bardiche obscuring her target.

Fate grit her teeth, and ducked on instinct as one of the 'swords' swung where her head would have been. Her return swing from the scythe in her hand cleaved it neatly in two, sending the pieces of sharpened wood and graphite flying away.

 _"Haken Saber."_

Her next attack cut clean through the smoke, and if the scream was any indication, through the girl's arm as well. Fate had to fly back, as the girl shot up multiple strands of paint, sharp enough to cut through anything in their way. Her Barrier Jacket might have taken the blow well enough...

But she wasn't going to test that theory.

 _"Fate-chan!"_

 _"Nanoha, her Familiars attacked us without warning. We might not have a choice but to fight."_

 _"I know that! But..."_ Nanoha squared her shoulders, looking down as the smoke cleared and revealed the girl now missing an arm, "Hello? We don't want to fight you! Can you tell me your name? I'm Nanoha...Nanoha Takamachi!"

The only response she got was a scream of rage, as pencils flew from the Familiars. Nanoha's eyes widened, as she dodged the projectiles.

" _Axel_ _Shooter."_

Raising Heart's voice announced the brunette realizing she would have to fight. Pink orbs surrounded her, as the Mage easily dove through the swarm of attacks heading in her direction. Nanoha's eyes narrowed as she looked at the soldiers, before she brought a hand off of her Device and aimed it down.

"Shoot!" she shouted, the pink orbs splitting off. Several caught pencils mid-flight, while the remainder shot for the soldiers.

The blonde nodded at her friend, before focusing back on her own foe. The girl was glaring at her now, more paint flowing from the wound on her head. Fate held her weapon in front of her, the scythe fading in favor of the Assault Form. Bardiche began glowing, as the Mage once more focused her power. She had to end this fight quickly. The longer they were in this barrier, the more it would play to the strengths of the mysterious figure in front of her.

Clearly, this was her construction. Fate didn't fancy figuring out just how far that logically went.

 _"Plasma Smasher."_

"Fire!"

Brilliant lightning shot forth from Fate's weapon, directly to the chest of the girl. A final scream of rage came from her...once again, no defense presented. The yellow beam continued on, striking the rainbow wall. There was only a seconds resistance, before the scream faded away and the barrier began to twist and distort.

 _"Fate-chan? What's happening?"_

 _"I don't know Nanoha."_

More twisting and distortion occurred, before the entire barrier faded away. Leaving the pair of Mages standing in the same area they had begun in...at least out of sight of the high school. There wasn't a single sign of the battle they had just fought...but a small orb falling to the ground. Nanoha landed next to it, catching the black object in her hands.

She didn't like doing so.

 _There is something wrong with this. The magic is darker than anything I've felt...even the Book of Darkness. I..._

Nanoha was shaken from her thoughts, as she felt Fate's hand on her shoulder. Turning questioning eyes on her closest friends, Nanoha saw Fate nod past them. Turning her head in the direction indicated, Nanoha blinked. Because another Mage was standing in front of them...a girl their age. Long black hair cascaded down her back, purple eyes similar in shade to her own staring her down. The girl was somewhat tall for her age, slim figure concealed by a dark grey and violet dress, dark leggings and heels completing the ensemble. Nanoha knew she was a Mage...because there was clear power on the girl. That, and she wore a round shield on her right arm, that could only be a Device of some form.

But it was the eyes that got the most attention from Nanoha Takamachi. Eyes that, despite being more similar to her own in color, reminded her of Fate's eyes.

 _They're so pretty. But...so sad. That pain is just like Fate-chan's, I know it. I would recognize it anywhere._

"Who are you?" the girl asked, her voice emotionless and dull in a way that not even Fate's had ever been, "What are two more Magical Girls doing in Mitakihara?"

 _Magical Girls?_

* * *

 **AN: I debated which Magical Girl- yes, I'm using that not Puella Magi. Barring Rebellion which may or may not have been spoofing fanfic writers tendency to use it, the only name ever used is Magical Girl/Mahou Shoujo -was the best to meet our Mages first. In the end, I decided on Homura for a couple reasons.**

 **1: Mami's been used in two stories already.**

 **2\. Kyoko is...iffy. She wouldn't stick around without good reason.**

 **3\. Homura just works best to get them information quickly.**

 **So, eh. Works for me. The fight scene was also interesting to do since it's my first time using Nanoha. Hopefully that went well. A bit depressed I only managed four reviews though. Let's respond.**

 **Reviews:**

 **Krazyfanfiction1:** Yeah, she can't really catch a break can she?

 **Nintendoman58:** Glad you liked it!

 **edboy4926:** Hope you liked the chapter.

 **Drinker:** I know about the other dimensions bit- that's going to be a big plot point...already was somewhat, with them having to hop dimensions to avoid Homura's time reset. On the other hand, the time travel and alternate characters I'm not familiar with. But I haven't read the manga/played the games so...

 **AN: Hope everyone liked the chapter. Leave a review on the way out too if you can!**


	3. Magical Girls

**AN: Next chapter is here. I went back and forth a bit on exactly how to use Homura here, hopefully it worked well!  
**

* * *

 **Chapter 3: Magical Girls**

In a way, it might have been quite amusing to see three teenage girls staring each other down like they were in an old American western. When all three were wearing outfits that were more fitting in an anime than a school that they were nearby, it just added to the effect. But this situation was anything but amusing for those involved. Two of the girls, Nanoha and Fate, were warily looking at the third. This girl was watching her TSAB counterparts with an unreadable expression beyond the eyes that Nanoha had noted as sad. Her hands were by her sides, but it was easier to read her _body language_ than her expression. The girl was clearly ready to reach towards the- presumably -Device on her arm if she needed to.

On top of that, the way she had mentioned Magical Girls confused the other teens. Nanoha at least was aware that while Mage was the formal term, she could be _called_ a Magical Girl. It made a certain amount of sense. But she never had been before, and certainly not by a fellow Mage. Who clearly didn't use the formal term herself, or she would have...well... _used it_. At least they had met one of the mystery Mages though.

"Hello!" so she wore a smile on her face, a smile that sadly wasn't returned, "My name is Nanoha Takamachi."

"Fate Harlaown," Fate added, not seeing the need for her full name.

The girl across from them looked at them coldly, before replying shortly, "Homura Akemi. I'll ask again, why are you in Mitakihara?"

"We live here," Nanoha replied, "We're both students at the Middle School actually!"

"Impossible," Homura countered, "I have never seen either of you before."

To be totally fair, neither Nanoha nor Fate had ever seen _her_ either.

"Maybe we're just in different classes?" the blonde suggested.

Homura's shoulders relaxed ever so slightly, but her gaze didn't change, "Perhaps. Even if you live here however, I would have seen you by now. Magical Girls are not the type to hide from others."

"Why would we want to hide anyway Homura-chan?" Nanoha asked, adding the honorific on reflex. She did it for everyone after all, even Fate back when they were still fighting. The thing was, even Fate hadn't shown the reaction she was now receiving. Her dear friend had been surprised and the sadness in her eyes had lessened slightly.

By contrast, Homura's eyes had narrowed slightly, pain overtaking the sadness as she looked at Nanoha with an even more unreadable expression.

"Because you would want to avoid other Magical Girls," the girl answered, voice sharper now, "as I said, that is not likely. Whenever a Magical Girl moves into a town, especially with a partner, the goal is to take the territory and Grief Seeds."

"You fight each other?" the brunette blinked.

"You don't?"

Clearly there was some level of miscommunication going on. Homura was quite convinced that the Mages were Magical Girls, a rather insistent terminology. On their end, Nanoha and Fate couldn't understand why there was so much hostility. Even if the Mages that had overtaken Earth _did_ come into conflict on a regular basis, they had made not one hostile move themselves. Other than destroying the barrier, and collecting that strange orb still sitting in Nanoha's hand. Was that the Grief Seed that Homura had mentioned?

Operating on that assumption, Nanoha slowly held her hand up, revealing the orb. Homura's eyes tracked her every movement, narrowing slightly on the orb itself. Nanoha just smiled at the other girl. Better cold hostility than having to fight...that was what typically happened when she met a new Mage, and this was actually a nice change of pace for her.

 _Maybe we can be friends_ without _needing to fight first for once! That would be nice._

"Is this a Grief Seed?"

"Yes," Homura's voice developed a _very_ slight tone of confusion, "How do you not know that?"

"Because we don't hunt for them," Fate answered, "We've...been away from home for some time."

The excuse didn't work on the other girl, "No, that doesn't make sense. Every Magical Girl _must_ hunt Witches. If you do not cleanse your Soul Gem with the Grief Seeds..."

She trailed off, clearly unwilling to say more. Though she had answered one question that had been bugging the Mages.

"Witches?" the blonde continued, "That's what that was?"

Even more tension left the dark-haired girl's shoulders, replaced by confusion. Ever so slight confusion, but still.

"Every Magical Girl knows about Witches. We are recruited to fight them," Homura replied, "If you do not know even that...perhaps, it is better to ask _what_ are you?"

Sharing a look, Nanoha stepped forward, "We're Mages. First Lieutenant Nanoha Takamachi..."

"And Enforcer Fate Harlaown."

"Of the Time-Space Administration Bureau."

Homura's expression finally changed notably. Clear disbelief to be precise, though it was quickly shoved back underneath what Fate recognized as a mask. To protect herself or keep others out...regardless of the reason, she recognized it well enough now that emotion _had_ been shown. The blonde had once worn a similar mask of her own...if not to this extent.

"I have never heard of a Bureau," Homura slowly replied, "Nor have I heard the term Mages used to describe Magical Girls. The only alternate name I am aware of is Puella Magi."

Nanoha smiled at the other girl, "We've never heard of the type of magic you use either Homura-chan. In fact, until recently Fate-chan and I were the only Mages on Earth at all."

"Surely you would have encountered a Magical Girl."

"Nope, never have."

If anything, Homura looked even more confused. Considering the mask she wore, there had to be a _lot_ of confusion in the girl for any of it to show. Leave alone how much _was_ showing at the moment. On the other hand...

 _"I wonder if she is from_ this _Earth?"_ Fate asked telepathically.

 _"I think so Fate-chan. Chrono-kun did show us that there are a lot more Mages...maybe the Magical Girls are what we saw?"_

 _"If that's the case, she might be able to at least give us an idea of what happened."_

 _"Right!"_

"A question," Homura's voice broke in, "if you have never met a Magical Girl, how do you cleanse your Soul Gems?"

Clearly, the other girl didn't expect a positive answer to that, if the way she tensed again was any indication. Not that Nanoha _or_ Fate really knew how to answer it in the first place though. This wasn't the first time that Homura had mentioned 'Soul Gems' but it still didn't make any sense to them. Nor did the need to cleanse them. Even the more esoteric magic systems that had died out upon contact with the- relatively -simple Midchildan system had never needed to 'cleanse' something.

Very strange.

"Soul Gem?" Nanoha asked.

The expression on Homura's face said it all, confusion once more breaking through, "You...really do not use Soul Gems?"

"No," Fate answered, "We don't even know what you are talking about actually."

There was silence, before the 'Magical Girl' turned back to Nanoha, holding her hand out, "If you don't have Soul Gems, there is no need to keep the Grief Seed. May I have it?"

"Err..."

Ordinarily, Nanoha wouldn't have had a problem handing the thing over. Actually, she'd probably welcome getting that darkness out of her hand in all honesty. But right now it was their only clue to how that monster...that Witch...had formed.

Then again...

"Okay," the brunette smiled warmly, handing the dark orb to Homura.

 _"Nanoha?"_

 _"We have to build trust somehow Fate-chan."_

 _"True."_

Homura, for her part, showed only slight hesitation before taking the Grief Seed. The girl's violet eyes ran over the dark orb, before turning to look at the Mages. There was an unreadable expression in those eyes now, compared to the sadness of before. Nonetheless, the 'Magical Girl' nodded her head slightly in thanks, before opening her mouth.

"Thank you. You have given me much to think about."

And before Nanoha could do more than blink, Homura Akemi had vanished. Slowly, the Mage brought her hands up to her eyes, and rubbed them...figuring she must have just missed something. But when she had done so, absolutely nothing had changed. Homura was gone, without a single trace of how she did so. That was...impressive, and slightly scary. Fate was the fastest person that Nanoha was familiar with, and even _she_ couldn't vanish into thin air like that. And on that note...the blonde was looking just as shocked as her oldest friend felt.

Which was saying something itself, since Fate was every bit as good at following fast movements as she was at performing them herself. For _her_ to lose track of someone spoke to insane speed or some form of illusion magic. Either option wasn't promising, if Homura was indicative of Magical Girl powers.

"I think we should head back to the _Arthra_ before we go home Nanoha," Fate finally spoke, "Mother will need to know about...all of this."

"Uh huh!" Nanoha nodded, before placing a slim finger on her chin thoughtfully, "I wonder if we'll see Homura-chan again."

"I think we will, probably at school. She was our age after all," the blonde smiled at her friend, already knowing what was going through her head, "I'm sure you can try to befriend her there."

"You know me too well Fate-chan!" her friend mock-protested.

"Of course I do. We are friends after all Nanoha."

Both girls shared smiles at that, before vanishing in a flash of transportation magic as they returned to the _Arthra_. There was a lot of things to cover with Admiral Lindy, to say the least.

* * *

While the Mages returned to their ship, the mysterious girl who had met them had returned to her apartment. Homura Akemi wearily sat down on her bed, holding her newest Grief Seed to her Soul Gem to cleanse the energy she had used slipping away from the strange girls she had encountered. When that was done, she leaned back against her bed, holding the violet gem up to her eyes, tracing every line from the Gem proper to the bronze casing. She was as familiar with her Soul Gem as her own heartbeat by this point, but now...now it seemed so different once again. Those girls...they had clearly had magical powers, or else they wouldn't have had Magical Girl outfits, strange weaponry, and survived a Labyrinth. And taken down a Witch while they were at it.

And yet, they didn't seem to have Soul Gems. The jewel on Nanoha's staff had resembled one, but no Magical Girl would _ever_ put their Soul Gem in their weapon. Nor would Kyubey let them, as it was far too dangerous. In addition to the apparent lack of a Soul Gem, the girls had also shown no knowledge of Magical Girls, Witches or even the simple fact that they shouldn't _exist_. Homura was far more than familiar with this month after living through it more times than she cared to count- even as she knew it was approaching the 80th time -and she had never _once_ seen Nanoha Takamachi or Fate Harlaown.

"Who are they?" she mused, "And are they truly from a Bureau? With a different system of Magic?"

Restoring her Soul Gem to its ring form, the girl absently rubbed the cool metal. The idea that the other girls were members of an organization that used magic _not_ provided by Incubators and with apparent military ranks...she would be lying if it didn't appeal to her. Even if it did throw a new variable into her planning...something that had not happened since Oriko. A memory that Homura would rather _not_ relive.

 _Perhaps...perhaps I could enlist their aid? Walpurgisnacht and the Incubators are a threat to more than just myself. More than just Mitakihara...or even Earth. I don't know how this 'Bureau' could have failed to notice the Incubators before now, but this may be my chance to finally put an end to Kyubey and his manipulations. And, more importantly, my chance to save Madoka._

Dropping her arm, Homura looked at the ceiling. She didn't see the peeling paint or the wood however. Her violet eyes saw only a smiling face, framed by pink hair, soft pink eyes boring directly into her heart. No matter how many times she had relived this month, one thing had never changed. Her desire...her _need_...to see Madoka safe and happy. Nothing she had done for the longest time had succeeded in that goal.

No matter how much firepower she threw at Walpurgisnacht. No matter how she tried to prevent the _monster_ from contacting Madoka, it always ended the same. Homura fell in battle against the Witch, her friend forced to fight herself. Or even worse, the timelines where Madoka had died before even Walpurgisnacht had arrived...like the first encounter with Oriko, an event that still haunted the girl's dreams.

 _Attempting to work with the others has never worked either,_ she reminded herself, a small hint of bitterness entering her thoughts, _And yet, the only times Walpurgisnacht has been defeated were the times I worked with Madoka. I do not know who they are, or how they will react. But if Nanoha Takamachi and Fate Harlaown are willing to work by my side, it may be worth the effort._

Homura got to her feet, walking to her cabinet. She pulled out her files on Walpurgisnacht, painstakingly gathered before she did anything else. These files...her own experience against the Witch...all pointed to one fact. She would have to raid more military bases than any one person, even with her abilities could manage, in order to kill it herself. However...

"I will attempt to bring them to my side," she finally decided, barest trace of a smile on her face, "Perhaps, they will at least work better than Sayaka Miki."

Despite not knowing the girls...Homura expected that they would work well with her. Nanoha...in more ways than one, she had reminded the Magical Girl of Madoka in the short time she had seen the other girl. Her cheerful attitude...the use of the chan honorific...the general way she carried herself. It was not the same...

But it was similar. And that was enough to make Homura believe she would be easier to work with. Or, more honestly, easier to _use_. She had no real intention of being friends with the girls...she was perfectly content with only Madoka in that regard.

However, _using_ the potential skills or talents of the other girls could be at least worth a shot. If nothing else, they would be an adequate distraction for Kyubey.

 _This time. This time I will win, and save Madoka!_

* * *

"We're lucky Nanoha."

"I know Fate-chan. I didn't realize we would have to transfer schools to be with Homura-chan. I hope that Alisa-chan and Suzuka-chan aren't that angry with us..."

"I'm sure they'll understand when we tell them everything."

"Yeah, you're right!"

The two Mages were currently walking along the path to their new school, dressed in uniforms completely different from the ones they had once worn. Instead of a fully brown shirt, jacket and skirt, only the jacket was brown on the new uniforms. And even that was a lighter shade than either girl was used to. Their skirts by contrast were black with a white checkered pattern sown in, and slightly shorter than the old ones. The biggest difference were probably the bows though...instead of thin red ribbons, it was a rather large red bow.

So, really, the uniforms themselves would take some getting used to. Not having their friends with them was a bigger leap. But in the end, what other real choice was there? Admiral Lindy had made that much very clear.

 _"I know you two don't want to leave your friends, but you must,"_ she had said, _"If you are going to contact Miss Akemi and any other 'Magical Girls' we need you in position to do so."_

Not that either of them was still particularly happy with the situation. It had taken several days to get the paperwork through, and now they were likely to be entering the same day as Homura herself, according to Amy's hacking of the Mitakihara school systems. It had been something of a surprise that the girl was a transfer student herself...

Considering she had explicitly said she had 'never seen them before' when the subject of school came up. She had not been to either Middle School before actually. Homura had apparently been in the hospital for several months according to the records. It was possible she meant not meeting them before in a younger grade...

But it was still suspicious.

"Hey, who're those two?"

"I don't know...new students perhaps?"

"Let's see!"

Three female voices served quite well at getting the attention of the Mages. Especially the last one, which had Nanoha blinking slowly. That tone of voice had sounded almost _exactly_ like her. Not the same, but close enough to be freaky.

 _"Fate-chan?"_

 _"Yes Nanoha?"_

 _"That was weird..."_

 _"Yes..."_

Both girls turned around, seeing a rainbow approaching. Or, more accurately, three girls their age with unusual hair colors. Blue, green, and pink to be more precise. The girl's eyes matched their hair, as they walked up to the 'new' students. The blue-haired one waved with a wide grin on her face, looking eager to meet new people. Green had a much more reserved smile on her face, nodding slightly when she noticed that Nanoha and Fate had seen her. Pink smiled widely, if not in the same 'grin' fashion as her friend.

"Hello," pink said, "Are you new here?"

"Uh huh," Nanoha answered, aware that Fate was still a bit...uncomfortable around new people when they were in groups, "I'm Nanoha Takamachi."

"Fate Testarossa-Harlaown."

Pink's smile widened, "I'm Madoka Kaname, it's nice to meet you!"

"Sayaka Miki," the bluenette added, "Not often we get new transfer students here."

"Hitomi Shizuki," the final girl finished with a gentle smile.

Smiling back, Nanoha scratched her scalp, "Heh...Fate-chan and I moved recently, so we had to transfer schools too."

"Oh!" Madoka nodded, "Well, we can show you around if you'd like Takamachi-san!"

"You can call me Nanoha if you want, Madoka-chan."

"Ok Nanoha-chan!"

While the pink-haired girl and the Mage hit it off almost immediately, Fate just shook her head slightly, a fond smile on her face. If nothing else, she knew for a fact that Nanoha was enjoying making a friend without having to hit and/or blast them first. Her tendency to do so was exaggerated to be fair, but it happened often enough that she knew her dearest friend was always happy when a friendship didn't require either.

It rather helped that the two seemed similar in personality.

"Well, they seem to be getting along well," Hitomi commented.

"That doesn't surprise me," for her part, Sayaka shook her own head, "Madoka's always been like that. So, Fate right?"

Fate nodded, "Yes."

"Nice name. What class are you two in?"

"Class 8-1," the blonde replied, "We're lucky that both of us are in the same class."

"Tell me about it. I'd hate to be in a different class than Madoka and Hitomi here. Speaking of which...you're in our class!"

"Really?"

In all honesty, that didn't surprise Fate overly much. There were only so many classes they _could_ have been in, and the odds were in favor of ending up in any of them. It did work out that they met some of their classmates before entering the class however. It would make it significantly easier when the time came to interact- befriend -with Homura at least. What with already having friends to work with and all.

Sayaka just nodded, "Yup! Sensei didn't mention us getting new students though."

"It might have passed her mind," Hitomi chimed in.

"...good point."

Looking between the two girls, Fate figured there was a story here she was missing, "Why would new students have passed her mind?"

"You haven't met our Sensei yet," the bluenette replied with an amused smirk, "Trust me, her forgetting about something like this would _totally_ be in character."

Raising an eyebrow, the Mage was prepared to ask another question on that subject, wondering just what she and Nanoha had gotten themselves into. Before she could though, her friend decided to rejoin the conversation.

By telepathically poking Fate before shouting, "We're going to be late if you don't hurry up Fate-chan!"

 _"Was that necessary Nanoha?"_ the blonde _didn't_ pout.

 _"Maybeeee..."_

If anything, the fond smile on her face grew at that statement. Sometimes...okay, most of the time...Nanoha acted like she was still nine years old. It was cute in a way, even if it occasionally felt out of place.

"Yeah, we need to get to class Sayaka-chan, Hitomi-chan!" Madoka added, waving at her friends.

"Geez," Sayaka complained, even as she picked up her pace, "It's odd when it isn't you telling us to hurry up Hitomi. No offense."

A light giggle came from the green-haired girl, "None taken Sayaka."

Fate merely sped up more, only slowing down when she was with Nanoha again. Her friend smiled at her, eyes full of happiness as she talked with Madoka. It really was good for her to make a new friend so easily. Fate was happy for her friend, definitely. She didn't feel jealous in the slightest either. Nanoha wasn't able to spend as much time with her old friends anymore because of her job with the Bureau, so it was certainly a good thing that she could make a new friend during this mission. Especially since...

Well, it was anyone's guess how long this mission would last. Either until they found a way to reverse whatever had happened to Earth, or at the least, who did it.

"So Nanoha-chan," Madoka was asking, "Where are you from?"

"Oh I've lived in Mitakihara my entire life," the Mage replied easily, "Fate-chan and I were at her home for awhile though, so I just got back recently."

"Really? Where did you live Te...Har..." the pinkette was clearly at a loss as to _what_ to call Fate. Who took pity on the poor girl...there was a reason she normally just had her name marked as Fate T. Harlaown. Significantly easier than using both names, especially with the still somewhat-strange honorifics that Nanoha always used.

"Fate is okay," she spoke softly.

"Right, Fate-chan," the other girl looked quite happy at being able to use the same title that Nanoha used. Though it did feel exceedingly odd for _Fate_ to hear someone other than her dear friend use it.

Madoka just smiled at her though, "Where are you from then?"

 _Nowhere you would know,_ a small flash of amusement went through the blonde...that was an understatement to say the least. But knowing an answer would be needed, she turned to Nanoha. Her understanding of Earth's geography outside Uminari left something to be desired, to say the least. There hadn't been a real pressing _need_ to know more, not for the Jewel Seeds, and not for anything since as Earth never had real problems outside the Book of Darkness Incident.

 _"Where should I say I'm from Nanoha?"_ Fate asked telepathically _._

 _"Hmm...Tokyo! It's far enough away and we can have Amy make up records for us."_

"I'm from Tokyo," Fate replied to Madoka, sending a grateful look at her friend. Who just smiled back, happy to help as ever.

The pinkette nodded, "I've been to Tokyo before. It's such a big city."

"Not that Mitakihara is small," Sayaka broke in.

"Good point Sayaka-chan," her friend giggled, even as they entered the school.

Honestly, the conversation could have continued for awhile despite that in normal circumstances. Even Fate found herself somewhat comfortable around these three girls, as they were quite nice and easy to talk to. But the problem with continuing was rather apparent all the same. Because as they walked into the school, the other girls sent the Mages an apologetic look. Madoka in particular looked sad that she couldn't continue the discussion, which was fairly understandable considering her personality.

At least, what Nanoha and Fate had _seen_ of her personality anyway.

"I'm sorry, but transfer students have to wait for Sensei to call them in," the pink-haired girl smiled apologetically.

"Oh, that's no problem," Nanoha just waved her worry off, "We can wait out here. Right Fate-chan?"

Fate nodded, "Yeah, we can."

"Okay! See you in class!"

The other three girls entered the room, leaving the Mages alone while they waited to be called in...and for one Homura Akemi. Though that was the least of their worries, perhaps.

 _"Fate-chan?"_

 _"You felt it too Nanoha?"_

 _"Uh huh. I think Homura-chan isn't the only Magical Girl in this school."_

Now that they knew what one felt like thanks to Homura...it was relatively easy to sense the presence of a different one.

 _"We knew there was more than one in Mitakihara,"_ Fate continued, _"Though I didn't expect her to be our age."_

 _"Yeah...Mages our age are supposed to be rare Fate-chan. I don't like the idea of Magical Girls being different."_

 _"We can hope that it is just Homura and this girl, Nanoha. That is what I hope for, at least."_

Fate had more reason than most to worry about young teens being Mages or the equivalent. She still dreaded the idea of someone being put through what she was...and what _she_ blamed herself for putting Nanoha through, regardless of it not being her fault.

 _"Good point. Oh, I think Homura-chan's coming!"_

And indeed, the familiar black hair came into view, the Magical Girl elegantly walking to her Mage counterparts...

* * *

 **AN: And there we go.  
**

 **An important thing to note here is that Homura doesn't view the others as friends or allies. She views them more as potential help, that if needed can be tossed away if they prove more harmful than useful. Clearly, she doesn't know what she's getting into...**

 **But it seems perfectly in-character for a Homura this many loops in.**

 **Reviews:**

 **Guest, Random Person, pokemon-35055:** Thanks for the reviews!

 **Nobody Smurf:** Heh. Nope though, I'm operating on the assumption that their dimensional jumping effectively kept themselves as...themselves, despite what happened. No clone!Nanoha/Fate around.

 **Azure Winter:** The information switching hands won't happen all in one sitting unfortunately. It'll take a couple times before Homura drops the _really_ big bombshells. Seems in-character for her to hold that to her chest until she can expect what reaction she gets.

 **Drinker:** ...no promises.

 **DschingisKhan:** Yeah, they aren't going to be happy when they discover just _what_ Witches are. To say the least.

 **edboy4926:** That's going to be fun, to say the least. Still a bit in the future though.

 **TimeDiver:** While I don't know who Kiritsugu is, I do get the gist of it. And yeah, Homura's attitude is going to be an issue later on, but her _knowledge_ is too important. No one else can really tell Nanoha and friends exactly what's going on, at least right now.

Her not being on friendly terms is why I went with the 'use them if they're useful' view from her here actually.

 **Nintendoman58:** I've got plans for the Incubators.

Suffice to say, their stated goal isn't going to fly here.

 **AN: Thanks for the reviews everyone! I hope I can keep this amount going.**


	4. School

**AN: Another chapter down.  
**

* * *

 **Chapter 4: School**

"Homura-chan!"

"It's nice to see you again Homura."

"..."

"Did I say something?"

Nanoha frowned slightly, as Homura turned her eyes away from the Mages, looking instead at the classroom nearby. She always seemed so...uncomfortable...whenever the brunette used the 'chan' honorific on her name. Nanoha couldn't understand why that was the case, but she wasn't going to stop either. If she could get Fate used to it, she could get Homura used to it as well! And in any case, they had more important things to worry about right now than why the Magical Girl was uncomfortable with honorifics. Namely...the fact that both her and Fate sensed another magical presence in the school.

And, of course, the nagging questions about the entire Magical Girl system in general. Homura hadn't explained it before, and that just made it even more frustrating. Beyond the Witches and their strange barriers and what Amy had managed to discover with the _Arthra's_ scans, they knew next to nothing about this strange system of magic. That would be enough to frustrate anyone really.

"No, you didn't say anything wrong," Homura finally spoke, monotone still intact.

"Oh, okay!" Nanoha smiled at the other girl, "So, why did you leave the last time we met?"

"As I said, I required time to think."

"Personally," Fate added, "I'm more interested in _how_ you left. Was that teleportation magic?"

"Fate-chan..." the blue-eyed girl gently reprimanded her friend. She was always so serious...

Homura just stared, before flicking her hair behind her, "I see no need to explain that. No Magical Girl will ever explain the nature of her powers, most certainly not to strangers."

With a sheepish Fate next to her, the brunette nodded, "That's understandable Homura-chan. But, why did you need to think?"

"You gave me much to think about," she answered simply, "Your abilities are not the same as my own, you have no knowledge of Witches or Soul Gems. This is something I have never encountered before."

"And we've never seen someone with your powers. I think we both have a lot to talk about then!"

"Indeed. However..."

"Come on in you three! Don't be shy!" an older female voice interrupted the discussion.

"That will have to wait."

The three girls shared a nod, before they entered the room. Homura went in first, striding in the room in a manner of one familiar with it, not a new transfer student. Her long strides were evenly measured, elegant and without a single sign of nerves or worry in her body. If anything, she really did look like someone who had done this before. For their parts...Nanoha walked in, waving at the other students cheerfully. Fate followed at a more sedate pace, nodding slightly at the waves she and Nanoha had received from their new friends in the back of the classroom.

Homura, naturally, took note of this. She didn't show outwardly, but inwardly, she was now more than a little frustrated with the situation. To say the least. It was going to be far harder now to keep Madoka out of the loop, if the new Magical Girls- she still wouldn't call them Mages -were going to be friends with her.

"I will admit it was a surprise to get three transfer students at one time, but I hope you all welcome them," the teacher continued, "why don't you three introduce yourselves?"

"I'm Homura Akemi, pleased to meet you," the Magical Girl dully replied, before writing her name on the board and bowing.

"My name is Nanoha Takamachi," for her part, Nanoha smiled widely, "I transferred from Central Middle, and it's nice to meet you all!"

Fate just fought down a slight blush at the attention she was getting. This never did get easier on her, "Fate Testarossa-Harlaown, I'm also from Central."

Their new teacher smiled at the girls, before pointing out at the desks, "Please, take a seat you three."

The girls did as asked, Homura sitting towards the front, while Nanoha and Fate ended up with their new friends. Which worked out, as Madoka sent a smile at the other teens, though she soon turned back to the front. It was more important to pay attention in class than talk, at least to the girls who were _there_ for the class. Not one of the Magically inclined girls was though. Homura was rapidly running through various plans and counterplans to adjust for the new girls being friends with _her_ friend. It certainly didn't do much in the way of helping her.

If Fate or Nanoha were to reveal what they were to Madoka, it could go much the same as Mami Tomoe doing so. Namely, it would tempt her to become a Magical Girl herself. Homura couldn't tolerate that, to say the least.

For their parts though, the girls in question just talked mentally to pass the time.

 _"Hey, Fate-chan?"_

 _"Yes Nanoha?"_

 _"Did you notice that Homura-chan seems to look at Madoka-chan a lot. I mean, a_ lot _?"_

 _"Now that you mention it,"_ Fate's red eyes narrowed slightly, observing the violet eyes of their mystery Mage looking back and forth between the board and the pinkette, _"Yeah, she is. I wonder why?"_

 _"Maybe they know each other? But Madoka-chan didn't act like she did."_

The blonde nodded, _"Neither did Homura for that matter. Nanoha, what do you think?"_

 _"Eh?"_ it was the brunette's turn to blush slightly, before getting a hold of herself, _"I think we should ask Homura-chan. She's a Mage too right? We should be able to talk like this with her too."_

Of course, that presumed that Homura's system of magic allowed for telepathy. It was a very simple spell to perform, but they did have not even the slightest idea how the other girl's system worked, so it may not be compatible. Which would be odd...but this entire situation was odd, so hey, worth a shot.

 _"Homura-chan?"_

If the way that the girl's shoulders stiffened and her eyes narrowed as she looked over her shoulder was any indication, that was a yes to it working.

 _"You should not be communicating like this, or even be able to,"_ Homura replied testily...or as testily as her voice allowed, _"Kyubey can overhear anything we say."_

 _"Kyu...what now?"_ Nanoha blinked.

 _"We've never heard of..."_ Fate tried to say, before realizing she didn't know _what_ to call this Kyubey figure. It didn't sound like a name really...so what gender could she use?

Eyes narrowing further, Homura turned back to the board, to avoid drawing attention, _"I would assume you haven't heard of him, with the fact neither of you are familiar with Magical Girls. However, the only way I am familiar with to communicate in this way is by using him as a relay. If he is not nearby, you cannot communicate mentally."_

Both Mages looked at each other, eyebrows raised in confusion. A...relay? That sounded like this Kyubey figure was using the communication spell and selectively increasing the radius to allow only certain people to make use of it. That was complex magic to say the least, but then again...what did they know of what Kyubey was capable of?

That being said, the undisguised contempt that Homura held for the mysterious figure was worrying itself. What had Kyubey done to her to make her that angry with 'him'?

 _"That's strange,"_ Nanoha frowned, _"Communicating like this is one of the first things we learn. I could do this before I even knew what magic was."_

 _"And if we want to, no one else can hear what we're saying,"_ Fate added.

 _"So you say. I will not risk it."_

And any further conversation was pointless, as Homura went back to focusing on the board. Clearly, the girl had some serious trust issues. All the Mages could do was send the other helpless looks. If the Magical Girl didn't want to talk to them like this, they could hardly force the issue. It was quite easy to block out mental conversation if one wanted to and had even slight experience with magic. So if Homura didn't want to talk this way...all they could do was wait until they were out of class and talk that way instead.

 _"Whoever this Kyubey is,"_ the blonde Mage turned to her friend, a worried expression crossing her face, _"I don't think we can trust him. Not if Homura is acting this way."_

 _"You're right Fate-chan,"_ Nanoha agreed, _"I don't like it. Homura-chan...she seems like she was hurt by him."_

 _"I know what you mean."_

Worried glances were sent towards the front, where Homura sat straight, not a single sign of anything but a student paying attention to her lessons.

 _-0-0-0-0-0-0-0-0-0-0-0-0-_

"I'm sorry guys, but Akemi-san has to see the nurse for her medicine."

 _"Nanoha..."_

 _"On it Fate-chan!"_

Jumping to her feet, the brunette Mage moved towards where Homura was getting to her own feet. For whatever reason the curious girls of the class had drifted to the mysterious teen instead of the more open Nanoha. Or even Fate for that matter. But that had just made it easier for Nanoha to put the new plan into action, so it worked out in the end. Namely, the fact that if Homura and Madoka were going to be alone somewhere, one of the Mages should at least attempt to be nearby, in order to figure out what was going on between the two.

Even if it felt a bit like spying...

"Can I come too Madoka-chan?" Nanoha asked, smiling at her new friend...and ignoring the flat look from Homura.

"Sure," Madoka smiled right back, though she tilted her head slightly, "But you don't need medicine right Nanoha-chan?"

"Oh no," the Mage shook her head, smile not once leaving her face, "I just thought I could see where it was for Fate-chan and I, so we don't have to ask you later."

"Good idea!" the pinkette put her hands on her hip, before looking back, "Follow me, I am the health officer for a reason."

Clearly, she enjoyed her position. Nanoha just smiled at the enthusiasm of the other girl, though Homura looked less than happy that she was coming along. She must have wanted to be alone with the pinkette then.

 _I wonder why? They can't have met before, can they?_

But the mysteries around Homura just continued to mount up. Instead of Madoka taking the lead like she should have, it was the new transfer student who pulled out front. Nanoha blinked, sending a confused look at her new friend. Who, for her part, looked just as confused by the situation. In point of fact, both girls were confused by the situation. It really didn't help that Homura didn't look at them once, settling for just staring forward as her footsteps echoed through the painfully silent halls. Students just sent them strange looks, dropping their conversations at the odd sight.

If it were Fate going with the mystery girl, she might have blushed and tried to move faster. Nanoha was better with the attention though, and she just moved closer to Madoka to whisper in her ear.

"You don't know her right Madoka-chan?"

Madoka shook her head in response, "Nope. I know that Akemi-san was in the hospital but I never saw her when I went there with Sayaka-chan..."

"Is something wrong with Sayaka-chan?" Nanoha frowned, "She seemed fine to me..."

"Oh no, there's nothing wrong with her!" the pinkette was quick to protest, getting- finally -a reaction out of Homura, who looked back with a slightly narrowed pair of eyes.

"Then why would you go to the hospital?"

A slight giggle answered her, "Because Sayaka-chan's friend Kyouske-kun is there. He was in an accident awhile back and..."

"You don't need to say anything else," it was the brunette's turn to giggle, "Sayaka-chan likes him doesn't she?"

"Yeah, she really does," Madoka sighed fondly, before looking between the two transfer students, "Why did you want to know if I knew Akemi-san though?"

"It's just that...she's acting like she knows you. And the school too."

"Well...it is a bit odd that she already knows where the nurse is..."

The girl in question was doing her best to not let her temper come up from where she had long ago locked it down. Her classmates were good at not being overheard aside from a couple breaks...but Homura was not one to _not_ notice when someone was talking about her. When the person in question was Madoka, that was doubly so. And right now, they were hitting far too close to the mark. Normally she wouldn't have an issue with already knowing things, or with how she acted around Madoka. _Normally_ Homura would have to give her warning and then avoid interacting with her dearest friend as much as possible until the end...there would be plenty of time for reconnecting when Walpurgisnacht was done.

But this time, she had the new variables. For all that she viewed working with- _using them as tools_ -the new Magical Girls as a valid option, they were throwing wrench after wrench into Homura's well-laid plans. Attention was being drawn to her unusual knowledge. And it had been a _very_ long time since someone had picked up on how she acted around Madoka. Not to mention that even _giving_ the warning would be a lot more difficult with another person around. It was hard enough on her to do so with just her dear friend. Doing it with another girl would be...difficult. To say the least.

She had to do it though, there just wasn't another choice.

"You can call me Homura," the Magical Girl finally spoke up, making the others jump slightly.

"R...right," Madoka looked flustered, shifting slightly as they walked, "Homura-chan..."

"Yes?"

Flinching again, Madoka smiled slightly when Nanoha put a comforting hand on her shoulder, "Nothing. I just thought that your name sounds cool, that's all."

If it had been anyone else, they might have thanked the pinkette for that statement. Homura on the other hand, just clenched her fists and grit her teeth. She knew that the girl behind her couldn't possibly know what the effect her words would have would be. How could she? Even so, it was like a spike was driven directly into her heart every time she heard those words.

It was so, _so_ painful to remember the cheerful girl who had first told her that.

As such, "Tell me, do you treasure the life you have Madoka Kaname? Do you treasure your friends and family, and want them to stay the same?"

If this was the only way to keep her dear friend safe, she would do it. She would do it as many times as it took to finally sink in. Even with the sharp look that Nanoha was sending her way. Homura hardly expected the other girl to understand this. No one could possibly understand what she had been through, and why she did what she did. It just wasn't possible for any others to understand it.

 _How could anyone possibly understand it?_

"Umm...yes I do," the pinkette shuffled nervously, wringing her hands at the dull, emotionless look she was receiving, "I mean, I do love my family and my friends. I wouldn't ever want to lose them."

"Is that the truth?" Homura continued.

"Of course it is! I could never lie about that."

"Good. Don't ever change for anything Madoka Kaname. If you change, you will lose everything valuable to you."

With her warning out, Homura turned around, and continued walking down the hall. Madoka watched her go, very _very_ confused and a bit scared at the same time. The other girl had seemed odd, but that...why had she said that? It didn't make any sense at all for her to say something like that. It was like she knew about what she was saying...like something bad had happened to both of them. But...

"Eep!"

The pinkette felt like jumping out of her skin when Nanoha's hand plopped back down on her shoulder. She sent a mock-angry look at her new friend, who smiled apologetically. The smile turned a bit sad when she looked in the direction that Homura had left though.

"I'm sorry about that Madoka-chan," the Mage said softly, "I don't know what got into her."

"It's not your fault though," Madoka waved it off, though she still looked a bit shaken, "You aren't friends with Homura-chan right?"

"Not yet anyway," Nanoha nodded, "But I want to be. I'll try to talk to her later and figure out what that was about, okay?"

Madoka shook her head, "Oh you don't have to do that for me Nanoha-chan! I'm sure that Homura-chan had her..."

"Reasons?"

"Nanoha...chan?"

A confused look crossed Madoka's face, an understandable reaction to what she was seeing. After all, Nanoha's kind face was slightly shadowed by her hair now, as the girl looked down at the ground. The shadows hid more than just her face after all. They were shadows of the past, as much as the physical aspect of her hair. A past that gave her a...unique...perspective on this situation. Because, Nanoha had experienced things that no girl her age should have had to. And she could recognize that Homura had as well.

 _What happened to you Homura-chan?_

* * *

"Fate-chan, I'm worried about her."

"Her?"

"Madoka-chan. Whatever is going on with Homura-chan has really worried her."

The blonde sighed softly, "I noticed that. Do you have any idea why Homura told her that?"

"Nope," Nanoha sighed herself, "I have some ideas, but nothing concrete. At least, not yet anyway."

"It reminds you of me doesn't it?" Fate asked, a small smile tugging at her lips.

"Kinda."

Both girls were standing outside Mitakihara's main mall, waiting for the girl they were discussing to show up. Homura had just sent a simple mental message telling them to meet her there, before going silent once more. No attempts to talk to her at school had come to anything, despite the fact that Nanoha was pushing her to at least _say_ something about earlier. Her attempts were met with the same stone wall she had met when her and Fate had first met. Albeit with less shooting and stabbing each other, but the point remained.

It was rather frustrating honestly.

"Hopefully she tells us something here," Fate placed a hand on Nanoha's arm, squeezing slightly to comfort her clearly worried friend, "Right?"

"Yeah...you're right," Nanoha smiled at the gesture, "Geez, you're always cheering me up Fate-chan. I need to up my game or I'm going to lose it!"

 _Leave it to Nanoha to turn cheering each other up into a competition,_ the blonde giggled lightly at the thought, not moving her hand.

"Nanoha-chan? Fate-chan?"

Well, not moving her hand until a quickly becoming familiar voice got her attention. Namely, Madoka and her friends were walking into the mall, the pinkette noticing the new students.

"Madoka-chan?" Nanoha asked back, moving slightly away from Fate with an equally slight blush on her face, "What are you three doing here?"

"We come here a lot," the pinkette answered with a smile, "There's a really good restaurant that we like to eat at."

" _Really good_ ," Sayaka nodded in agreement, "Good music stores too."

Hitomi nodded herself, "And I enjoy the clothing stores. Do you want to join us?"

It was tempting. Very tempting actually, since it had been awhile since either Mage had just relaxed with friends. But at the moment, they might as well have still been on duty. They couldn't leave without making sure if Homura was still meeting them. As much as both girls wanted to spend time relaxing, it was more important right now to figure out what they could about the strange magic system that the Magical Girl used. And that required waiting for her.

As such...

"We'd love to," Nanoha replied, smile slipping slightly on her face, "But we're waiting for Homura-chan. She wanted to talk to me about something."

"Oh!" Madoka realized what the Mage left unsaid, and nodded rapidly, "That's okay Nanoha-chan, Fate-chan. See you later!"

The three teenagers wandered off into the mall, leaving their magical counterparts alone again. Returning to their silent vigil, the girls waited for Homura to arrive.

It would be sooner than they expected.

 _-0-0-0-0-0-0-0-0-0-0-0-0-0-0-_

"That's magic!"

A sudden surge of magical power shot through the area around the mall, getting the immediate attention of both Mages. Nanoha and Fate shared a look, before both reached for their devices as they sprinted in the direction of the magic...towards a part of the mall under construction.

 _"Magical Signature matches Homura Akemi, Master._ _"_ Raising Heart reported.

 _"Fate-chan?"_

 _"After you Nanoha."_

The brunette mage nodded, as both girls entered a more secluded area. As soon as the Mages were certain they were alone, both of them raised their devices to the air again, yellow and pink light surrounding them. The moment the light had cleared, the now-uniformed girls shot off as fast as they could towards the source of magic. If Homura was forced to use her abilities, she was likely in a battle. And the last thing that either Fate or Nanoha would do was sit by while someone fought. Especially if the goal was to be _friends_ with said person fighting.

As such, both of them pushed a fast as they possibly could manage, dodging around construction equipment like it wasn't even there.

 _"Five meters."_

"Homura-chan!" Nanoha called out, as they turned one last corner.

"Nanoha?"

Only for a purple beam to fly right over the brunette's head as... _something_...ran into the scaffolding around her.

 _"That was bombardment magic,"_ Fate blinked, _"Not Midchildan, but it was still bombardment magic."_

 _"What about that thing that ran by me? It kinda looked like a rabbit."_

Leaving aside those questions, the Mages saw Homura standing in front of them, violet eyes narrowed slightly as she lowered her shield arm. Flicking her hair behind her, the girl walked forward in her Barrier Jacket. She was clearly unhappy at being interrupted in whatever she was doing, as the girl looked behind Nanoha towards where the creature had vanished. It looked like it was taking everything that Homura had to _not_ go charging after it. Nanoha moving in front of her had something to do with it too though.

Because there wasn't anything around to justify using magic, other than whatever that creature had been. While she didn't act it often, the brunette and her friend _were_ official members of the TSAB. And apparently unjustified attacks was something they were supposed to regulate...no matter who they were regulating.

"Homura-chan, why were you attacking that...that..."

"Rabbit? Cat?" Fate supplied.

"That."

The Magical Girl just flicked her hair again, "That _creature_ was Kyubey."

Blank looks answered that statement.

"That...was Kyubey?" Nanoha asked dully, "Is he like Yuuno-kun?"

"You know of his race?" Homura was immediately on guard, looking at Nanoha with narrowed eyes.

"No we don't," Fate broke in, "However, Nanoha and I have a friend who has the ability to transform into a ferret. That is why we need to know...is this Kyubey the same? A human for most of the time, but able to transform into an animal form?"

Hands lowing slowly, Homura shook her head, "No, he is...an alien of some form. Not a human. Now, will you please allow me to chase him?"

"Why?" the brunette jumped back into the conversation, "I'm not seeing any magic. Is he a threat?"

"His magic is not visible," the Magical Girl countered, "And his threat is not in direct combat. If I do not stop him he will..."

Both Mages shared a look at the way that their counterpart trailed off. Clearly, they were right on the money earlier when they guessed that Kyubey had done something to hurt Homura. What that was couldn't be guessed, but whatever it had been...it left a mark. The Magical Girl was outwardly stoic as usual, but she was clearly frustrated at the same time. She wanted to keep moving, but she couldn't.

And it really _was_ frustrating Homura, who was close to just using her own magic to bypass the other girls. She couldn't let Kyubey get anywhere near Madoka, not this early. She _had_ to kill the monster first, to prevent him from contacting her. It was only ever going to be a temporary measure...he had more bodies than she did time. He _would_ reach her friend eventually. All she could do was try to prevent that fact, but her potential partners clearly didn't know that. She had to convince them to move...but...

 _Very well then. I will tell them a little._

"Kyubey is a monster that masquerades as a cute creature," Homura said, slight amounts of her hate for the Incubator entering her voice, "he lies and twists the truth to make girls listen to him. He is going to attempt to turn Madoka Kaname into a Magical Girl. I cannot and will not allow that. So I will ask again...please, step aside."

If anything, the Mages were even _more_ confused now.

 _"Fate-chan, something is really wrong here. Why would Homura-chan be so against Madoka-chan becoming like her?"_

 _"I don't know Nanoha. Magic is dangerous, but not to this level. Unless..."_

 _"Kyubey does something to them when he 'turns' them? Yuuno-kun and Raising Heart just unlocked my power, they didn't do anything to me. What if Kyubey does something to girls?"_

 _"That is what worries me."_

Nodding slightly, Nanoha turned to the girl she wanted to befriend, "Homura-chan, why is it a bad thing for Kyubey to turn her? And what do you even mean by that?"

Hiding her frustration well, Homura just shook her head slightly, "I will explain that later. Are you going to let me pass?"

Clearly, they hit an impasse. Sighing softly, Nanoha looked at her best friend. Fate just shook her head slightly. Their mission was to find out _from_ Homura what was going on. To do that, they had to get her trust. If this was the only way...perhaps, they could capture Kyubey first. The mission didn't make any mention of such, but if the way Homura was acting was any indication, they needed _both_ sides of this story.

"Okay, but we're going with you Homura-chan," Nanoha finally said.

"If you find that necessary. We must move quickly."

With not another word spoken, Homura began sprinting down the hall. Nanoha and Fate shared a look...before charging right after her.

* * *

 **AN: This one was difficult. I was originally planning on including all the way through to Mami here, but it ended up being the requisite length without that- and the next chapter which _does_ feature Mami ended up being 6k all on its own.  
**

 **Hope everyone still enjoys it though!**

 **Reviews:**

 **Guest, pokemon-35055, edboy4926:** Thanks for the reviews!

 **korrd:** I do intend to bring in Hayate and friends. Not for a little while, but they will be coming.

And it's a full mixing of universes (or would that be mixing of the multiverse considering Nanoha's dimension jumping...?) not just the _Arthra_.

 **Nobody Smurf:** Heh, I found the omakes amusing myself.

As for Madoka, I do intend to get her a Midchildan device. Doesn't make much sense when the options there _not_ to get her one. She isn't one to enjoy fighting, but her wishes always come down to Madoka wanting the power to help people, more than the wish itself with the possible exception of timelines one through three.

 **northernlion196:** I tell myself this multiple times. Funnily enough, Kantai already _was_ something I was into. Not enough to write a fic, though my sister is doing one and roped me in as 'historical adviser' since I'm studying history and am the resident WW2 expert of the family...

 **DschingisKhan:** Next chapter will have our resident furball and stereotypical Magical Girl.

 **Kita Nakeshi:** Oh trust me, I actually prefer longer reviews. And I'm glad that I've got the characters down properly.

I figured that Kazumi is both debatable, and someone that Homura never encountered. She's only seen the cast of Madoka itself and Oriko Magica, so logically, she doesn't _know_ that it's feasible (maybe) to use a Soul Gem in the weapon.

 **cj1of4:** I would say we'd see how the Incubators react next chapter...

But I plan on that being a multi-chapter thing. Don't want to throw everything in at once after all.

 **AN: Thanks for the reviews everyone! It's always nice to see a story be well-received.**


	5. Mami Tomoe

**AN: This one was fun to write. Fairly lengthy as well.  
**

* * *

 **Chapter 5: Mami Tomoe**

Three girls ran through the darkened halls of Mitakihara Mall, searching for an illusive creature. Of them, only the one in the lead knew the reason for this search or where to look. In both cases, as she had done this same chase more times than she cared to count. The only difference this time for Homura Akemi was the fact she had company. Not once before had she ever chased Kyubey through the dark halls with anyone but herself. Her goal was to keep him _away_ from Madoka and Sayaka Miki, and as such, neither were involved. Mami Tomoe would attack _her_ if she knew. Kyoko Sakura was nowhere near Mitakihara this early in the month.

And yet, she found herself rushing with two other girls very easily keeping up with her blistering pace. So easily in fact, that she wondered exactly _how_ strong the others were. Nanoha's short skirt may have been conducive to agile movements, but her speed was impressive nonetheless, as was the fact she wasn't even slightly winded. Fate's white cape flew behind her, as the blonde seemed even less strained than Homura herself. In fact, the time-traveler was fairly convinced that her pace was nothing to the other two girls.

 _Impressive. It would appear they may indeed be of use._

That was, of course, if the new Magical Girls were not fooled by Kyubey's appearance as so many others were. She wasn't sure what to make of the girl's claims to know a human _male_ that had magical abilities that allowed him to turn into a ferret. But she wouldn't be surprised in the slightest if Incubators had another form, and only used the one she was familiar with as a way to entrap young girls. Sure, it was just as likely that they truly _did_ always look so deceptively cute. But she wouldn't be surprised if that wasn't the case.

"Homura-chan?" Nanoha broke in, "Someone is up ahead."

 _Madoka...it has to be. But how did...?_

"How do you know that?"

In response, Nanoha held up her staff, the red jewel at the top flashing slightly. And then spoke in a female voice.

 _"_ _There are two humans in five meters."_

"Raising Heart can use magic to tell me if someone is nearby."

Homura didn't respond, staring at the staff like it had suddenly grown a head and started...talking...to her.

"Are you okay?" Fate asked, as the girls slowed down slightly.

"Yes," the time-traveler slowly replied, before moving forward again, "I was surprised, that is all."

That wasn't all. Homura was even more confused by the mysterious newcomers than she had been before. The synthesized sound of Raising Heart's voice indicated either a being even more emotionless than Kyubey claimed to be trapped in the staff...or a computer of some kind. Neither were something she could just write off as a curiosity. As both spoke to a level of technology greater than _anything_ she was familiar with. Then again, neither was anything else related to these two girls. She would have to put more effort into observing them...effort that would take time away from watching Madoka.

That was in the future though. Right now, she had to worry about the fact that it _had_ to be Madoka and Sayaka Miki ahead. It would make little sense for it to be anyone else. Kyubey _always_ drove them towards himself, and this couldn't be different.

"Ho...Homura-chan?"

"Madoka-chan?"

"What are you doing down here?"

The last question came from Fate, who as ever, was already scanning the area and trying to determine why Madoka and Sayaka would be down in a part of the mall clearly not open to the public.

"I...umm," Madoka looked distinctly uncomfortable, as she held a white ball of fur in her arms, "...you're going to think I'm crazy."

Sayaka looked at her friend like she _was_ in fact crazy, "Madoka...they're dressed like they just walked out of an anime and you're worried about thinking you're crazy? Fate's carrying a freaking _axe_!"

The girl in question blinked, before looking over at Bardiche, who merely flashed once. She had forgotten that most people weren't used to seeing a teenage girl wandering around with a pitch-black battleaxe in hand. Not that most people _saw_ her in her Barrier Jacket...

"Good point..." Madoka looked down, before turning back to the other girls, "he was calling for help."

As she said that, her arms tightened around Kyubey, who didn't make a noise despite the wounds clear on his body.

 _Again...again that monster uses my actions to improve his own situation..._

"That's Kyubey?" Nanoha turned to Homura, who was doing her utmost to keep her anger hidden.

"Yes," she answered shortly, before looking directly at the pinkette, "Madoka, step away from that creature."

"But...he's hurt bad!"

In a surprise for the time-traveler, it was Sayaka who spoke up, "Madoka...you realize that thing looks like an alien or something right? The cosplay brigade is creepy, but at least they're human..."

Homura couldn't stop herself from blinking. This wasn't the first time she had run into Madoka _and_ Sayaka with an injured Kyubey. She wished she could say it was, but it wasn't. And _every time_ Sayaka was the one to attack her first, verbally or physically. She never once questioned rescuing the monster in Madoka's arms. She always assumed that Homura was the villain...

 _Though she has good reason to assume so. I have never made an effort to appear differently to Sayaka Miki._

...in some cliche story. Kyubey was the injured mascot who needed to be saved, while Homura was the horrible figure of darkness trying to murder him. She imagined it was something like that always going through Sayaka's head. The only difference in this situation was the presence of...

Of course.

Fate and Nanoha had become fast-friends with Madoka and Sayaka. Homura herself had not changed, and likely still had the same effect she always did. However, she had the company of two girls who- despite Fate's dark black jacket and fearsome weapon -were not in the same category. That was an unexpected bonus.

"Cosplay?" Fate asked, a slightly confused tone to her voice as she looked between Sayaka and Nanoha, clearly expecting an answer from the latter. Even as she broke Homura from her musings.

"Umm..." Nanoha scratched her neck, "You see Fate-chan, there are people who _really_ like characters from TV. They create costumes based on those characters and dress up as them. Cosplay is short for costume play. Hayate-chan _realllyyy_ enjoys it."

"...is that why the Wolkenritter wear the outfits they do?"

"Probably," the brunette giggled, "Actually, that wouldn't surprise me at all. Good old Hayate-chan would totally do something like that."

"It would explain many things."

"Yup."

Sayaka blinked, before turning to Madoka, "Do you have any idea what those two are talking about?"

"No..."

Homura, for her part, was quickly tiring of this. She didn't particularly care for what they were talking about, especially as she still had a task to accomplish.

"You can discuss this later," the dark-haired girl broke in, "For now, we have to deal with Kyubey."

"Deal with him?" Nanoha's voice immediately lost the amused tone, hardening slightly, "I hope you don't mean kill him Homura-chan."

A raised eyebrow answered that question, "If that is what it takes to keep him away from Madoka, so be it. It would not be permanent in any case...it is not possible to truly kill Kyubey."

Dull violet eyes turned on Madoka, who flinched away, protectively tucking the still-silent alien closer to her body. Sayaka moved to cover the pinkette...her wariness not enough to counter the almost instinctual distrust of Homura Akemi that had built up after so many timelines.

"He is doing nothing but acting for sympathy right now," Homura continued, tone the same even as she felt hot anger run through her veins, "it would be far easier for that body to die and be replaced, but it is also far easier to garner trust and sympathy from an unwary girl by pretending to be injured to near-death."

"Even so, a Mage should never kill unless it is completely impossible to avoid it," the brunette countered, "killing should never be the first option taken."

"No matter if it is easier," Fate added, "you should never go directly to it."

Clearly, their military was not the same as others. Just as clearly, the other Magical Girls had _no idea_ what Kyubey really was.

Flicking her hair behind her head, Homura turned her eyes on them now, "You clearly do not know what Kyubey is capable of. I will _not_ let him contract Madoka, no matter what I have to do to prevent it."

"Contract?" Madoka squeaked out, "What are you talking about Homura-chan?"

Nanoha nodded in agreement, "Yeah, _what_ are you talking about? You haven't explained why Kyubey is so evil Homura-chan."

"I will explain later," Homura countered, "but only once I am certain that Kyubey cannot contract Madoka. Until he is away from her, I will not talk on his true nature."

"But he's hurt..."

"As I said, that is all an act."

"Homura-chan...we have to," Nanoha began, before flinching slightly.

The girl she had been addressing stiffened as well, well-aware of what was coming.

 _No. Not now of all times..._

 _"Master, there is a barrier forming."_

 _"Recommend preparing for combat."_

This time it was _both_ staffs that spoke, as Nanoha and Fate dropped into combat-ready stances. Clearly, at the least, they had experience. Homura could work with that, if it weren't for their fragile alliance already being on the verge of shattering. Kyubey was tearing it apart, intentionally or otherwise. And as the familiar barrier of the _Rose Witch_ fell into place, Homura knew that there was a very real risk approaching that had nothing to do with the danger of the Witch. For where Gertrude was, Mami Tomoe was not far behind. And that girl was firmly in the Incubator's camp, if only from lack of knowledge of the true nature of her 'friend'.

And as telling Mami would break her, there was nothing Homura could do to change that.

In any case, her primary worry for the moment had to be the barrier forming around her. There was the familiar ripping sound, as the air began to resemble paper being torn and crumpled all around her. The ripped paper faded away, to be replaced by the Eiffel Tower, distorted buildings and various other seemingly random objects. Homura was still unsure how the majority of Gertrude's labyrinth related to the Witch herself, with a distinct lacking of roses. But at the same time, it hardly mattered. Who really cared why the maze looked like it did...what mattered, was defeating the Witch and her familiars before any of them could hurt Madoka.

As such...

"Protect Madoka," Homura moved forward, hand already reaching for her shield as she looked over her shoulder at the new girls, "I will handle this."

"No, let us handle it Homura-chan," Nanoha countered, stepping forward herself, a warm smile crossing her face, "We've trained for things like this."

"Well, not exactly like this," Fate added, Bardiche glowing faintly, "But Nanoha is correct. We will handle the Witch."

The time-traveler frowned ever so slightly, refusing to back down, "I have fought more Witches than most Magical Girls."

"And we've fought our fair share of battles as well," the blonde replied.

Nanoha nodded in agreement, "Fate-chan's telling the truth Homura-chan. Just watch."

Even as she said that, familiars began to pop into view. The balls of fluff wouldn't be scary in their own right, unlike the vast majority of Witch's familiars. At least...not until the true form appeared, grey eyes over a misshapen mouth with extremely sharp scissors flying from them. Madoka and Sayaka fell to their knees, fear clear in their eyes.

"What are those things?" the bluenette got out.

"I'm scared..." Madoka clutched Kyubey tighter, "I don't like this place..."

Homura felt a slight stab of pain at those words. If she had any say in it, Madoka should _never_ have been in this position. But now that she was, it was important to protect her.

"Step aside," Homura tried again, only for Nanoha to send a soft smile her way, as Raising Heart's jewel flashed with _English_ lettering.

 _"Axel Shooter,"_ the female voice spoke again, as pink orbs sprang into existence around the Magical Girl.

"Shoot!"

The orbs shot forward at that shout from Nanoha, spreading in multiple directions, acting more like guided warheads than the little offensive magic that Homura was familiar with. Magical Girls used physical weapons...they may be conjured by magic, but the only _outright magical_ attack she was familiar with was her own, and that was both extremely taxing to use and much smaller.

Nanoha...

 _Just how powerful are they?_

Her pink orbs raced directly into the familiars, punching clean through the balls of fluff without slowing down. Several continued on, curving around to scythe through another familiar. And while Nanoha's orbs destroyed the balls, Fate's axe flashed once.

 _"Sonic Move."_

As the blonde vanished faster than Homura could follow. She reappeared behind one of the familiars, axe already falling down. The familiar was split clean in two, as Fate flashed out of sight again, leaving behind concentric rings coated in runes, much like the larger one at Nanoha's feet that Homura only now noticed. Each of these rings suddenly sprouted balls of lightning, that shot forward as Fate popped back into view, easily twisting her body under a pair of scissors, as she cut through familiar after familiar, her lightning attack joining Nanoha's 'Shooter'.

The way the pair worked in unison as they tore through familiars spoke to years of working together. Nanoha's orbs would fly right over Fate, sometimes coming within inches of her cape...only to pierce a familiar. Fate's own swings of Bardiche were carefully calculated, always aiming for a ball that was moving in the direction of the others. Combined, they were tearing through the familiars faster than anyone but perhaps Mami could manage, and it would have taken many muskets for the blonde to do the same.

"...did I just wake up in an anime?" Sayaka seemed to have gotten over her fear, replacing it with awe at the girls in front of her.

"No," Nanoha replied, not showing any strain at managing her orbs while talking with the other girl, "this is what a Mage does for a living. I've been doing this since I was nine actually, same with Fate-chan!"

Homura felt a shudder at that thought.

 _Nine year olds using magic? Kyubey would never contract a girl so young...and yet, Nanoha and Fate appear to be perfectly well-adjusted. How?_

"Nanoha!" Fate broke in, leveling a hand down as she fired more lightning attacks, "The Witch is nearby."

"Right. Homura-chan, can you help Fate-chan keep them away?"

Blinking, the Magical Girl nodded, stepping forward once more, hand reaching into her shield to come out with a heavy machinegun. Nanoha frowned slightly at that, before shaking her head, leveling Raising Heart at a set of doors forming in the distance. The staff glowed pink, before with a flash of light, it changed shape. The round golden frame surrounding the jewel was gone, replaced by a much sleeker white-armored form. It far more closely resembled a weapon now, especially with the rifle magazine sticking out of the staff portion.

Pink rings grew into existence in front of the 'barrel', as the ring at Nanoha's feet grew larger and brighter. Fate continued to scythe familiars, making the doors draw ever closer. Most Witches did not care for their familiars, but if this many were slaughtered this fast...it would get rage and attention from the monster that used to be a Magical Girl. And while their claims of being unfamiliar with magical girls remained, it was clear that the 'Mages' understood such, as they prepared some form of attack.

Firing her own rifle into any familiars that dared to attempt to attack Madoka, Homura watched as Nanoha took a deep breath, the pink light at the tip of her weapon growing ever brighter.

"Divine..."

Light growing to almost blinding proportions, Nanoha looked straight ahead as the end of the labyrinth finally 'arrived'. Gertrude came into view, the horrifically malformed Witch 'lounging' on her massive couch. Homura tensed, hand reaching for her shield. If whatever Nanoha tried failed, she had to be ready to attack herself. She would _not_ allow Madoka to be in danger. But somehow, she didn't expect the attack to fail. There was a hardness in the other girl's eyes, as she focused entirely on the Witch in front of her.

"...Buster!"

The pink light transformed into a _massive_ blast of energy, shooting directly through unlucky familiars, and directly at Gertrude. Homura's eyes widened slightly, as the blast of pink energy grew large enough to completely engulf the Witch, as it crashed into the other side of the Labyrinth. Only the hard rock of Gertrude's inner sanctum held up against the beam of destruction, a pitiful shriek of pain from the Witch the only sign it had ever been there, as the pink energy slowly faded away...along with the barrier, the air around the girls twisting as Fate dispatched one last familiar with a sharp swing of Bardiche.

And all Homura could do was stare dully, mind going over every detail of what she had just seen.

 _That much power...and it does not look like it even remotely strained Nanoha to do so. That power and Fate's speed. They may very well be exactly what I need to counter Walpurgisnacht. And if they are telling the truth about the Bureau...and they are indicative of the power level of their 'Mages'..._

Homura couldn't stop the ever so slight bit of hope lodging itself in her heart.

 _...perhaps, they may be the weapon I need to stop Kyubey, once and for all. Madoka will be far safer if I can bring them to my side._

"Hey, Homura?" Fate's voice broke in to her musings, as the blonde dropped down in front of her, "Is it alright if Nanoha and I take this Grief Seed?"

Indeed, in her hand sat the familiar black orb of the Rose Witch. By all rights, Homura should have taken it from the blonde. They had no need for it to cleanse their Soul Gems. On the other hand, she would have little issue finding more when she knew where each and every Witch would appear.

"Very well."

"Thank you," Fate nodded appreciatively, "Mother wanted one of these to study, to see if we can discover a way to replicate the way it 'cleanses' your Soul Gem. Or at least how a Witch forms."

 _Replicate...if they possess the technology to do so, I will never have to worry about Witches again...other than protecting Madoka._

"Though it would help if you came with us, so we could see how it does it in the first place," Nanoha added, Raising Heart back in its 'normal 'mode, "maybe we can help each other Homura-chan? You still need to explain about Kyubey after all."

Speaking of the little devil, Homura had noticed out of the corner of her eye...the red gleam of _his_ eyes. While Madoka hadn't noticed, she had. She had seen him observing Nanoha and Fate in action, likely formulating a way to use their abilities to his advantage. Of course, he was playing injured once more so she couldn't speak of that without appearing hostile again.

Something that was going to happen anyway, as footsteps rushed towards them.

"Is someone else coming?" Madoka asked, turning curious pink eyes towards the footsteps, while Sayaka looked like she wanted to jump the Magical Girls- excepting Homura of course -and ask them a million questions. There were practically stars in her eyes in fact.

"Yes," Homura answered her friend, tensing up and preparing to leave.

Because as she expected, the familiar blonde twin-tails came into view. Mami Tomoe was panting slightly, as she ran into view.

"I was too late?" the blonde breathed, before her eyes widened slightly, "Oh, hello. I...didn't know there were three new Magical Girls in Mitakihara. May I ask what you are doing here?"

The voice was kind as ever, but Homura well-recognized the suspicion in it as well. Mami wasn't as territorial as, say, Kyoko...but she _was_ a Magical Girl. And that meant she wouldn't tolerate poaching on her territory. Considering the Grief Seed was still visible in Fate's hand, and Kyubey's wounds were equally visible...

It was not a good start. Homura knew that, and as such, she flicked her hair once before twisting her shield. She needed time to think before attempting to deal with Mami.

 _-0-0-0-0-0-0-0-0-0-0-0-_

"Homura...chan?"

Nanoha blinked, as the other girl once more vanished from sight. One moment she was standing there, the next she was gone. The Mage had noticed her hand moving towards her shield, but beyond that, nothing.

 _"No transportation magic detected my Master."_

Nodding slowly, the 'Ace of Aces' turned her head slightly, looking at her blonde best friend. Fate nodded back. She hadn't seen Homura move, so it wasn't high speed movement either, unless it was so fast that even _she_ , the fastest Mage in the Bureau, couldn't follow. If it wasn't teleportation and it wasn't speed...just how did she vanish? Illusion magic? It was just yet another thing to ask Homura when they got the chance. A chance that would come sooner for Fate than for Nanoha, as she smiled slightly at her friend.

Because it was time to implement Operation 'Find Homura-chan'. Nanoha had come up with the idea after the first time the other girl vanished on them. She couldn't have gone that far if it wasn't teleporting, so the next logical thing to do would be to send Fate-chan after her. Because Fate T. Harlaown was more than fast enough to find Homura if she hadn't gotten that far.

"I'll find her Nanoha," Fate nodded back, before Bardiche flashed once.

 _"Sonic Move."_

And it was the Enforcer's turn to vanish, though the flash of lightning that followed her at least made it clear she moved.

For her part, Nanoha turned to the other girls with her, letting her Barrier Jacket fade away. There wasn't any sign of danger, so there wasn't a point in keeping it up. In any case, it made the _other_ blonde in the room relax somewhat. Nanoha clearly didn't recognize her...but she did recognize the feel of her magic.

 _She's the other Magical Girl that Fate-chan and I felt earlier, isn't she? She's barely older than I am...are all Magical Girl's really this young?_

Outside herself, Hayate, Fate and Chrono, _very_ few Bureau Mages were recruited at such a young age.

"I'm sorry for not introducing myself," Nanoha sent an apologetic look at the blonde, as she held a hand out, "Nanoha Takamachi. I just transferred to Mitakihara Middle School today!"

"Mami Tomoe," the blonde warily shook her hand, "I'm a ninth grader there myself. While I'm very thankful you protected the other girls and saved Kyubey...why did your friends leave? I wasn't going to fight you all."

"Eh heh..." scratching the back of her head, Nanoha felt a slight blush on her face, "I'm not sure why Homura-chan left like that. Fate-chan is just going to try and find out."

"Well, that makes sense," Mami smiled herself, looking more at ease with the situation, before she turned to Madoka, "Can you hand me Kyubey please? I need to heal him as soon as I can."

Madoka blinked at being addressed, before she nodded and carefully handed over the injured creature. Nanoha watched carefully, trying to see any indications of why Homura was so determined to kill the being. But no matter how she looked, she didn't see anything but an adorable- if odd -looking ball of white fluff. She couldn't see anything dangerous about it, but then again...maybe that was the goal?

She really couldn't say until talking with Kyubey, and until Fate could get more out of the mysterious girl.

"Oh you poor thing," Mami smiled sadly, as she gently lay Kyubey down on the ground, golden light growing along her hands, "What happened to you?"

Nanoha wisely chose not to answer that. She didn't want to make _another_ enemy right after meeting the girl. It was tiresome to have to fight everyone she met after all.

"Whoa," Sayaka breathed, sitting down next to the blonde girl, "that's real magic. Just like what Nanoha and Fate were doing!"

"Indeed," the blonde Magical Girl smiled, not taking her eyes off the slowly sealing wounds on Kyubey, "healing magic is something fairly easy for Magical Girls to do, though I'll admit I'm not the best at it. What type of magic are you able to use, Takamachi-san?"

"Well," Nanoha held up a hand, counting on her fingers, "Barriers, binds, shields, bombardment magic- that's what I'm best at -and a few others. I don't do much healing myself though, that's Shamal."

Mami finally turned her eyes away from Kyubey, the golden pools widening noticeably, "All of that? Magical Girls can normally only do one unique type of magic, corresponding to their wish, and the healing. One of my...old friends...could do a barrier and illusions, but she was very powerful."

The Mage smiled, a hint of embarrassment in the expression, "Everyone's always calling me a prodigy...Fate-chan can do everything I can too, but she's better up close than I am."

"...that is a scary thought," Mami shook her head in amazement, before the gold glow around her hands faded away, "there, all done."

The ball of fluff on the ground opened pinkish-red eyes, blinking slowly as his mouth formed into a somewhat off-putting smile. Though if she weren't wary of the creature because of Homura, it was likely Nanoha might have considered the smile cute. She could easily see most girls considering it such, which if what Homura had said was true _was_ the goal.

"Thank you Mami," a distinctly feminine voice came from the creature that was supposedly male, "you're a life safer!"

"It isn't me you should be thanking. I was just passing by," the blonde smiled gently, "It was these girls who saved you."

Kybuey turned to Madoka and Sayaka, tilting his head slightly, "Thank you for helping me, Madoka Kaname, Sayaka Miki."

"Whoa, you know our names?!" the bluenette blinked in shock.

"Of course!" the 'cat' closed his eyes, cheerfully grinning up at the girls, "I'm here for a reason after all. I want the two of you to make contracts with me and become Magical Girls!"

 _Homura-chan was right...he does want to 'contract' with them. But what exactly does that mean?_

* * *

Walking into Mami's surprisingly comfy looking apartment, Nanoha was only partially focused on the Magical Girl. More of her attention was devoted to a mental conversation with Fate, who was going to _Homura's_ home. It brought an amused smile to her face, to think that her and her closest friend were doing much the same thing. Albeit on opposite ends of Mitakihara, and with very different people accompanying them. At least Fate had someone they sort of knew. While Nanoha truly _did_ consider Madoka and Sayaka friends already, she didn't know anything about Mami. And Kyubey...

Well, maybe it was Homura's warning, but something about the creature didn't rub her right. Nanoha was trusting to a fault, but she wasn't _stupid_ by any stretch of the imagination. Or naive, not anymore after serving in the TSAB for five years. She was quite good at reading others when given the chance, and Kyubey...there was something about him she didn't like. Nanoha didn't know _what_ it was, but it was certainly there.

And it made her a bit uncomfortable at the way Madoka was practically cuddling the little alien.

"Make yourselves at home," Mami spoke up, standing in the center of the unusually well-furnished apartment, "I don't have much in the way of refreshments though."

"That's fine," Nanoha smiled at the other girl, "I'll just have to get you a meal at Midori-ya sometime."

Mami's eyes lit up slightly, "I thought your name sounded familiar, Takamachi-san. It's your family that owns that cafe, correct?"

"Yup! I work there when I'm on breaks actually," the brunette couldn't help the grin that crossed her face, "it's one of my favorite things to do."

"Have we ever eaten there Madoka?" Sayaka asked out of the corner of her mouth.

Madoka shook her head, "No, we haven't Sayaka-chan. Mama never gave me permission to go that far away from home."

"Well I don't think _that's_ a problem anymore," the bluenette snorted, looking at Nanoha, "We've got a _real Magical Girl_ as a friend now."

"Heh, good point."

Watching the girls with more than a little amusement shining in her eyes, Nanoha sat down at a table with the pinkette and her friend. Kyubey moved out of Madoka's hands and to a cushion next to her, while Mami set out plates and cups. Cake sat on the plates, clearly homemade and somewhat fresh. The tea smelled wonderful too. And there was way more than a _little_ relief from the Mage when she didn't see a sign of milk or sugar.

There was only so much she could take of Lindy's butchering of proper tea, after all.

"Anyway," Mami's smile remained on her face, as she turned her full attention on Madoka and Sayaka, "since Kyubey chose the two of you, you're involved in this, like it or not. So I decided it might be good to have a little talk first."

Sayaka nodded, "Ask away then, anything you need to know!"

"Sayaka-chan..." Madoka looked a bit embarrassed by her friend.

Mami just giggled lightly, before opening her clenched hands. Nanoha's eyes widened ever so slightly when she did, because of what it revealed.

"Oh...so pretty!"

 _It is pretty. Is that the Soul Gem that Homura-chan was talking about?_

"This is a Soul Gem," the blonde confirmed Nanoha's thoughts, holding the small crystal in her hands, "when we make a contract with Kyubey, one of these is created. It's the source of our powers, and marks a Magical Girl."

Nanoha frowned slightly, "That's the source of your power?"

"Of course," Mami replied, a frown crossing her face, "Takamachi-san, you're a Magical Girl as well. Shouldn't you already know that?"

In response, the brunette pulled Raising Heart out from the collar of her uniform, holding the small red gem up. Mami looked understandably confused, staring slightly at the red gem. There was only the fact that both were gemstones to compare between Nanoha's trusted Device, and Mami's Soul Gem. Otherwise, the two were completely different. Raising Heart was just the red gem, held in place on a dull gold necklace. By contrast, the Soul Gem was a golden orb encased in a bronze casing, sitting pretty in Mami's hand. It was larger and more ornate than either Nanoha's Device or Fate's Bardiche. And it didn't _appear_ to be a Device in its own right, even though that was the best explanation for it being the 'source' of her power.

The real source, of course, had to be Mami's Linker Core. But maybe she didn't know that?

"I'm not a Magical Girl," Nanoha explained, "At least not in the way you are Mami-san."

"But...how..." the blonde was suddenly flustered, clearly not understanding, "I've never seen someone with magic who...Kyubey? Do you know what she is?"

"Not at all," the 'cat' replied, absently scratching his ear, "I am also only familiar with Magical Girls. I was going to suggest she had been contracted by another member of my race, as we all have subtly different Soul Gem casings."

"So wait," Sayaka broke in, "Nanoha, you and Mami have completely different powers?"

"Apparently," Mami agreed weakly.

Nanoha just nodded, "Yup. Raising Heart is my Device and she helps me a lot with focusing my magic. But I don't _need_ her to use it."

 _"_ _My Master can use magic without my aid if necessary,"_ said AI chimed in.

"It talked..."

Clearly, Mami was a bit overwhelmed by the situation.

"How do you do magic, Nanoha-chan?" Madoka asked, trying to get the blonde's mind on a different subject.

"Umm...that's a lot of things to explain," the TSAB Mage rubbed her neck, "can that wait until Mami-san finished her own explanation? I'm just as curious how her system of magic works."

The blonde seemed to appreciate it as well, smiling slightly as she turned to Kyubey, "As I was saying, we make a contract with Kyubey, and he grants us our powers."

"What type of contract?" Nanoha asked.

Kyubey turned to look at the Mage, "In exchange for making the contract and becoming a Magical Girl, I can grant any wish you desire."

"Wait, anything we want? For real?"

That question came from Sayaka, who looked suitably shocked at the thought.

" _Any_ wish," Kyubey nodded, "Just ask, and I can grant it!"

As the two non-magical girls in the room began to gush over that thought, Nanoha leaned back, a worried frown crossing her face. At first glance, that seemed like an amazing deal. Getting magical powers in exchange for any wish you desired being granted. Most would jump at that chance, she knew that much. But it was odd at the same time. There was no _need_ to grant wishes to unlock magical potential. She had merely needed a Device and some instruction to use her own, and that had worked quite well for _her_. Raising Heart was her partner, but as previously stated, it wasn't like Nanoha- strictly speaking -was unable to use magic without her.

After all, Yuuno was quite capable of using his own brand of magic without ever having a Device to focus it. He was an outlier in that regard, but the point remained. So why would Kyubey need to grant wishes and create Soul Gems for his system of magic? Were the Gems a Device themselves? Maybe like Chrono's...less advanced than Raising Heart or Bardiche?

And how exactly did the bunny-cat even grant wishes? Nanoha didn't know of any magic that could do something like that, though she would be the first to admit that it _was_ Yuuno-kun who was the scholar of her group of friends. But even so, it was...

"Takamachi-san?"

"Eh?" Nanoha's face heated up, as she realized she had zoned out.

"Are you okay Nanoha-chan?" Madoka looked worried, about more than just the Mage.

"I'm fine," the brunette replied with a small laugh, "Sorry, I was just thinking about something."

"It is a lot to take in," Mami nodded, "though I wonder how much you already know?"

"I'm sorry but I only just found out about Witches a little while back," Nanoha replied, "Fate-chan and I were away from home for awhile...we never saw them before."

"Odd," the blonde frowned lightly, "Magical Girls and Witches hunt each other almost exclusively. In any case, I offered to let Kaname-san and Miki-san come along on a couple Witch hunts so they can decide if they truly want to do this. Will you be willing to come along? I'm interested in your magic."

"Let me talk to Fate-chan first. But I think I can, since I'm interested in _your_ magic too Mami-san!"

 _And in exactly what Kyubey is. I hope Fate-chan has better luck than I have...Homura-chan might have the answers we need. The answers we need to make a decision on what to do with the Magical Girls..._

* * *

 **AN: As said above, this was a really fun chapter to do. Especially the interactions between the casts...clearly, mistrust and miscommunication are going to continue being issues. Especially from Homura, who isn't the most...willing...to talk with others.  
**

 **Also, since I already said Madoka would end up with a Device- it's only logical -I'm willing to take name suggestions for said device. The only 'rule' really...is it has to relate to her in some way and not be a direct rip on another one like Hopeful Heart or something.**

 **Reviews:**

 **edboy4926, pokemon-35055, Guest1:** Thanks for the reviews!

 **Guest 2:** Yeah, there are multiple ways this could go. I can't say on the Incubators society without spoiling things though.

 **Phant0m5:** Well, that was certainly an interesting read. I do love when readers put that much thought in to their reviews, it shows they do like the story.

 **Nobody Smurf:** Yeah, though really Homura needs a device period, eventually. Can't constantly rely on the Soul Gem.

Heh. Well, Sayaka's problems don't really show up until later.

 **TimeDiver:** Homura used some form of purple beam the first time we see her attacking Kyubey (when he calls Madoka to help him). It's never once used again, but it _is_ there. Technically.


	6. Explanations

**AN: Next chapter is here.**

* * *

 **Chapter 6: Explanations**

Fate T. Harlaown moved quickly, running from room to room as she attempted to track down Homura Akemi. Whatever it was the other girl did, it made it to where she could go vast distances very quickly. And that made it difficult even for someone of _her_ agility to keep up. But Fate was nothing if not determined. She always had been one who wouldn't give up once given something to do, and this was no different. If anything, the importance was even greater than it might otherwise have been.

It partially reminded her of tracking down dimensional criminals doing her duty as an Enforcer. But those were rarely more threatening than one world, maybe a handful at most. But in this case...something had impacted an entire dimension. And Homura Akemi was the TSAB's best bet at figuring out what that was. The girl was mysterious and not talkative to say the least, but she _appeared_ to know more than any of the other girls that she and Nanoha had met. So they _had_ to get Homura to talk.

 _Where are you, Homura?_

Red eyes narrowed in thought, Fate shot around another corner...only to find a weapon pointed at her face. The TSAB had more or less outlawed mass-based weaponry due to the dangers inherent in using them. But she knew enough about Earth weaponry from what...mother...had trained her in before going after the Jewel Seeds. That was an assault rifle of some variety.

And it was Homura holding it, expressionless mask back on her face.

"You followed me," the other girl stated tonelessly.

"Yes," Fate replied, careful to avoid looking threatening. Mass-based weapons of that size weren't as _powerful_ as her own attacks, but it was _deadly_ nonetheless.

"Why?"

"You still need to explain why Kyubey is such a danger," the blonde explained, "that is why."

"I have already said I won't explain while he is still a threat to Madoka," Homura's face twisted ever so slightly, "And as Mami Tomoe is with her, there is no way to prevent that for the time being."

"Madoka is perfectly safe," Fate countered, her soft voice filled with the conviction that came with years of experience, "Nanoha is with her, and believe me when I say that Nanoha will _never_ let any harm come to one of our friends."

Homura didn't lower her rifle, "I have little reason to trust that assertion. Especially as Takamachi does not know how to protect Madoka properly. Not from Kyubey."

"How can we know how to protect her if we have no knowledge of what Kyubey is?"

That was the crux of the issue. Homura refused to tell anything while Madoka was still in 'danger' and neither Fate nor Nanoha had any idea how to get her out of a danger they didn't understand. A danger that they _couldn't_ understand, not while Homura was unwilling to explain. She was the only one who could explain, and her refusal to do so left both groups at an impasse.

 _If she would explain, I am sure we could help. Was this how Nanoha felt when we first met?_

It _was_ impossible to not draw comparisons between Homura and Fate, as she had been when she was still working with her mother. Fate was well aware after years of Nanoha helping her open up, that she had once been just as quiet and stubborn. Nanoha would say she was _still_ stubborn, but for different reasons.

"Perhaps you are correct," Homura acknowledged, "perhaps not."

Even so, the girl ever so slowly lowered her rifle. Fate did the same with Bardiche, mentally cancelling the bind she had already prepared to use.

"Follow me."

For her part, Homura spun on her heel, her rifle vanishing into her shield- _storage magic? -_ as she kept a quick pace. Fate followed just as quickly, dropping her Barrier Jacket though she kept a close grip on Bardiche's standby form. Enough of her attention was focused on Homura to make sure the girl didn't vanish again, but the rest of her attention was dedicated to mentally reaching out for her best friend. The agreement had been to contact her the moment that Homura had been found, and Fate knew that Nanoha would be listening and ready.

 _"Nanoha?"_

 _"Fate-chan! Did you find Homura-chan?"_

 _"Yes. It might be better to say she found me though. And she does use mass-based weapons, like you thought."_

 _"I thought so,"_ there was a slight mental sigh from the other girl, _"Do you think Lindy-san would loan her a Device? I don't want Homura-chan hurting someone because she doesn't have a proper Device..."_

Fate bit her lip slightly, deep in thought, _"Mother might allow it, but I don't know Nanoha. This situation isn't the same as Hayate...she_ needed _Reinforce. And we knew she was a friend. Homura...we don't really know anything about her, do we?"_

What little they _did_ know didn't relate at all to the girl's personality or motives.

 _"You're right...still, we should at least try."_

 _"Always wanting to help, Nanoha."_

 _"It's just how I am Fate-chan!"_

This time, the blonde couldn't hold back a small smile, _"Very true."_

"You are communicating mentally, correct?"

Homura's voice broke into the conversation, the other girl bearing a slight bit of curiosity in her otherwise dull violet eyes. Fate was slightly surprised she had noticed that fact...very few could tell when a telepathic conversation was ongoing, unless they were familiar with the Mages holding the conversation.

"Yes," the blonde replied, not elaborating beyond that.

"Hmm," her Magical Girl counterpart didn't change expression, "Perhaps you are correct that your telepathy is not the same as Kyubey's."

That was all she said, before turning around and walking once more. An old-style building was coming into view, sitting at the center of a fork in the road. If the way Homura was marching toward it was any indication, it was quite probably her home as well. Operating on that assumption, Fate turned her attention back to a Nanoha she could easily imagine impatiently tapping her foot. The mental image brought a fond smile to her face. Nanoha didn't realize how cute she was when she pouted like that.

 _"I think we're almost at Homura's home. I will contact you again once I've talked with her. What about you Nanoha?"_

 _"Just got to Mami-san's apartment. I hope you have good luck with her Fate-chan!"_

 _"You too, Nanoha."_

With that said, the conversation was cut off...as Fate walked into the imposing building.

 _-0-0-0-0-0-0-0-0-0-0-0-_

The outside of the building did not lend much to how its interior appeared. Fate looked around, raising an eyebrow as she silently observed the strange room. Nothing but white walls, and a sparse collection of furniture at first. But even as she watched, she noted the shadow of a spiked pendulum moving across the floor, and several holographic panels appeared on the wall. Clearly, _this_ Earth truly was quite far in advance of the Earth she was familiar with. In all honesty, the holograms- or free floating panels -impressed her somewhat, when one recalled the level that Earth _should_ have.

But observing the technology was not the reason the blonde was in this room. That was the girl sitting on her couch, a still-unreadable expression on her face. In all honesty, Fate hoped she would soon have answers as to why the girl was like this. It truly had given her a new appreciation for Nanoha's struggles to get _her_ to talk, once upon a time.

"What questions do you need answers to?" Homura finally spoke up.

"Quite a few," Fate replied, sitting across from the girl.

"Then I will narrow it down," the other girl leaned forward, "You have no knowledge of Magical Girls or Witches, correct?"

"Other than what you've told us and our battles, no."

Homura nodded, "In that case, you may well believe the truth of the matter."

"The...truth?" Fate's red eyes narrowed slightly, a curious tone to her voice.

"Indeed. No Magical Girl ever believes this when I tell them, and I have given up trying. However, you and Takamachi come from a different background. How different, I don't know...but even so, it is different."

The Mage frowned, "Why would this 'truth' be so hard to believe?"

"Because it is a horrible reality, that makes everything a Magical Girl is told a lie."

Continuing from that point, Homura changed up the previously blank panel's on her wall. They now featured sketches of what appeared to be Witches, though none that Fate had seen before. Not that her experience in that regard was necessarily _large_ of course. What exactly was important about the drawings escaped her however. These images then changed to those of a Soul Gem and Grief Seed, set side by side. The blue gem had an interesting design- and as a quick question to Nanoha revealed, a different one to Mami Tomoe's -with a staff of some sort on the top. The thing was...the exact same 'staff' motif was on the Grief Seed.

"Have you noticed what I'm attempting to show you, Harlaown?" Homura asked shortly.

"They look similar," the blonde replied warily.

"As they should," her counterpart nodded, a flash of anger in her eyes quickly stamped down upon, "what you are seeing is the two stages of what _Kyubey_ does to us."

Fate's mind ground to a figurative halt. She was intelligent, scarily so as one _had_ to be to be such a skilled and experienced Mage as she had been at the tender age of nine. So it did _not_ take long for her to deduce exactly what Homura was saying. When the evidence was staring her in the face, that was hardly surprising. The staff atop the Soul Gem. The _identical_ one atop the Grief Seed, and the circular pattern that bore the same shape. The fact she called them the 'two stages'. Her determination to keep Kyubey away from Madoka, and vehemence in insisting he was not as he appeared.

But this meant that...

"W...we killed Magical Girls?"

"Unfortunately, yes."

Darkness filled Fate's vision, as she slumped forward, her mind shutting down from the shock and horror of what she had done.

 _-0-0-0-0-0-0-0-0-0-_

 _...where..._

"I will admit that this is better than the typical reaction. However, we have too much to discuss for you to sit in my floor."

Opening her eyes, Fate found herself laying on the brilliantly white floor of Homura's apartment, staring up at the dull violet eyes of the girl in question. Placing a hand on her head, the blonde Mage tried to calm her rapidly beating heart. What she had just been told...it didn't surprise her at all that she had fainted. Fate, even when she had been working with her mother, had _never_ wanted to kill. Now that she worked with the TSAB, that was even more true. Killing should always be the absolute last resort, no matter the situation. To find out that killing the Witches...what had seemed to be destroying monsters such as those the Jewel Seeds originally created...was in fact killing girls her own age, if not younger...

It would take a heartless person to not be affected in the way she had been. She could only imagine how Nanoha would react, having so easily blown away the last Witch. And her friend was even more caring and all loving than she was...it was going to tear her apart to find out the truth.

"I'm...I'm okay," Fate shakily got to her feet, returning to where she had been sitting.

"If you say so," Homura clearly wasn't in a caring mood, "As I was saying, these are the two stages. Magical Girls are the first stage...Kyubey lures vulnerable girls in with the promise of granting any wish they may choose. This, at least, he does not lie about...Kyubey _will_ grant any wish, provided the girl in question has enough power to grant it. However, that is still a double-edged sword."

"The wishes are...rigged?"

"In a manner of speaking," the Magical Girl nodded, "yes. I have seen it referred to as a balancing out. No matter how much you wish for something good, it will always balance out equally in despair. Despair that leads the Magical Girl to become what she fights."

"A Witch."

"Exactly. Kyubey does not inform girls of this, but the fact we have to cleanse our Soul Gems is entirely to prevent them from darkening. The moment a Soul Gem is completely dark, it transforms into a Grief Seed."

The blonde got back to her feet, and began pacing the room. Her hands clenched tightly in her skirt, as she did everything she could to try and find a logical reason for how Kyubey was acting. But try as she might, it was impossible to do so. Nothing could justify doing something like this...using girls as cattle. Which is what it truly seemed like. Fate would be the first to admit to not being familiar with magic outside Midchildan and Belkan styles. But neither of them inherently lead to transforming into a monster if too much magic was used.

That meant that it had to be an _intentional design_ for a Soul Gem to turn into a Grief Seed.

"Is that why you want Madoka to not be near him?" Fate turned back to Homura.

"Yes," the Magical Girl answered shortly, "I long ago accepted my fate. I know that I am living on borrowed time. But I _will not_ accept Madoka being in the same situation. She deserves to live her life, not be turned into a time bomb by Kyubey."

"No."

Homura's eyes narrowed, "If you try and prevent me from saving Madoka, you _will_ be my enemy."

"That's not what I was saying," Fate shook her head, brilliant red eyes softening in an expression that few saw from her. An expression of sympathetic pain...the knowledge that you were disposable, and nothing more than a weapon or a means to an end. Sure, the situation was drastically different...Homura had not been born to be discarded. She was not a clone of a girl who never lived her life.

But all the same, the Magical Girls...if what Homura claimed was true...they were victims just like she had been. Nanoha's steady presence and friendship had worked wonders in helping Fate get over her own inner demons. Perhaps, it was her turn to help the Magical Girls.

"I was saying no," the blonde continued when Homura didn't back down from her glare, "to you accepting your fate. Homura, I said that we needed the Grief Seed so Mother could try and find a way to replicate it. What you've told me now...believe me, we will not rest until we have found a way to prevent you from turning into a Witch."

The Magical Girl's eyes momentarily widened, before all emotions were shoved once more beneath the surface, "Why? You have no reason to aid us. And even if you did, there is nothing to be done. When Kyubey contract us, our fate is sealed. Our Souls are placed in the Gems, and we will inevitably become Witches. There is nothing that can be done to stop that process...only delay it."

Fate Testarossa-Harlaown was not one to cry. She didn't view it as a weakness, but she only very rarely felt the sting of tears. And now...she felt them, at the fact that Homura's toneless voice finally changed. Changed to the voice of a girl who had accepted that she would die, and was only kept going out of the desire to protect someone.

 _No one should have to feel that way._

"Homura," Fate spoke, her voice admirably strong despite the sadness she was feeling in every bit of her being, "the TSAB exists entirely to protect others and save them from those who would hurt them. No matter how long it takes, we _will_ find a way to save you and the other Magical Girls."

Only a soft sigh answered that, "So you say, but I have...long experience in promises of that nature. If you truly want to help _me_ , then protect Madoka. Stop Kyubey, that is the most important thing. The _only_ way you can help me."

"Tell me everything you know about Kyubey, and I will do my best," Fate replied, red eyes boring directly into violet, "it would also help if you can tell me about Soul Gems as well. We _will_ help you and the other Magical Girls. I promise that."

* * *

Several hours later, Fate found herself walking down the side of the river that cut through Mitakihara. She could see Nanoha in the distance, the other girl relaxing by laying along the grass, waiting for her friend to arrive. They had agreed to meet here before returning to the _Arthra_ , to discuss what both of them had learned. Nanoha hadn't learned much though...certainly not like Fate. Who had told her friend that they _needed_ to talk, but not about _what_. Because the blonde knew...she knew better than anyone exactly how her friend was going to react.

"Nanoha," her soft voice got her friend's attention.

"Fate-chan!" Nanoha jumped to her feet, a happy smile directed at her friend...a smile that slowly fell, to be replaced by a worried expression, her blue eyes narrowed slightly in concern, "...is something wrong?"

In response, Fate pulled her friend into a tight hug. Nanoha froze, before hugging back just as tightly, a hand tangled in Fate's long blonde hair.

"What happened Fate-chan?" the other girl whispered, knowing it wasn't like the taller girl to act like this.

"It's worse than we thought Nanoha," Fate replied, relishing the feeling of her friend's hand in her hair, "Far worse."

"What's worse?"

"The Witches. Kyubey. Everything really..."

Pulling away slightly, Nanoha looked at her friend's eyes. The beautiful red color was duller than it had been since she had first met the other girl. Further redness was in her eyes, as clear a sign as any that Fate had been crying. That sight alone was enough to bring tears to Nanoha's own blue eyes. Fate never cried, unless something was _terribly_ wrong.

But...

"Homura-chan...she told you something, right?"

"Yes. We...have to tell Mother. Soon."

Nanoha nodded in response, "Okay."

That was all that needed to be said. Nanoha would be there to support Fate, no matter what the situation was. Though, as they teleported back to the ship floating in orbit...she couldn't help but feel worried.

 _What could have happened to make Fate-chan so sad?_

 _-0-0-0-0-0-0-0-0-0-0-0-_

Admiral Lindy Harlaown rubbed her face slightly, looking down at her daughter. Fate's expression reminded her far too much of how she had once been...before they were mother and daughter. She had vowed when she had first heard the blonde call her 'mother' that she would _never_ let that expression cross the poor girl's face again. But here it was, staring up at her, Fate's arm clutching Nanoha tightly. The brunette sent the Admiral a worried look, clearly just as familiar with Fate as the older woman was. If not more so...and for Nanoha to be worried, something must be very bad.

"I...I made contact with Homura Akemi," Fate finally spoke up, "she explained to me the truth of the magic system that the Magical Girls use."

"How similar is it to our own?" Chrono asked, already in investigative mode.

"Nothing," the blonde replied, her voice dropping back into its old monotone.

"Fate-chan..." Nanoha looked worriedly at the Admiral, who stepped forward herself.

"Fate, is something wrong?" Lindy asked softly, soft eyes staring down on her daughter.

The blonde shuddered slightly, "Yes Mother...I...this is nothing like normal magic."

As she said that, Fate reached into her uniform's pocket and pulled out the Grief Seed from the earlier battle. She looked almost scared, as she held the dark orb up. The dull light of the _Arthra's_ meeting room glinted off the dark object, not giving the slightest hint to what it _truly_ was. Even with that though, there was an almost...tangible aura of _wrongness_ around the Grief Seed. It was not unlike the Book of Darkness in a way, something that had Chrono's hand absently reaching towards S2U, despite the knowledge that there was nothing that needed sealing.

"Nanoha," Fate turned to her best friend, "promise me you are okay."

"Why wouldn't I be?"

"Because...thi...this is a Magical Girl."

Perhaps understandably, there was no longer any sound but the breathing of the four in the room. Nanoha's eyes widened to what would be, in any other situation, comical proportions. But there was nothing comedic about _this_ situation.

"That's a Magical Girl?" Chrono was the first to break the silence, his analytical mind already going over what he knew, "Raising Heart sent an image of Mami Tomoe's Soul Gem. It looks nothing like a Grief Seed."

"On the other hand," Lindy gently place a hand on the shaking shoulder of her daughter, who was doing her best to be strong for her now-sobbing friend, "they are roughly the same size and shape. But..."

"How could they change?" the one male finished.

"Exactly. Fate, can you tell us exactly what Miss Akemi said?"

Fate nodded, arm tightly holding Nanoha to her side, "Yes Mother. Homura explained the nature of their system of magic to me. Kyubey grants one wish the nature of which is only limited by the inherent power of the girl making it. Through this wish, he removes the 'soul' of the girl and encases it in the Soul Gem."

"Their Soul?"

Unsurprisingly, Chrono looked leery at the idea. Nothing they knew of could forcibly remove a soul from its body. The Book of Darkness could absorb Linker Cores, and yes if that went to far it could and _would_ be the same as stripping the soul. Death would result.

On the other hand, the Linker Core was not the bodies soul. If it were, then those who had no potential for magic would be soulless.

"That is what she said," the blonde nodded, her voice still shaky, "I can't confirm beyond what Homura told me though. All I do know, is that once their Soul Gem is made...Magical Girls are living on borrowed time. Something in their Soul Gem is designed to degrade and fall apart. Homura called it corruption, the despair and bad feelings of the girls."

"Just like the Witches," Nanoha got out, red-rimmed eyes looking up from Fate's shoulder, "I didn't pay much attention when we were fighting them...but it felt like everything was sad and pained in the Labyrinth's. I don't know how to explain it..."

"But it makes a lot more sense now," Fate finished her friend's statement, "now that I've talked with Homura. The Witches aren't monsters. They're Magical Girls, transformed after their Soul Gem is fully dark."

Silence once more reigned after that statement. Silence apart from the continued quiet crying of Nanoha, her taller friend barely behind her. Lindy looked at them both, sad teal eyes watching quietly. Quiet she may be, the Admiral was seething on the inside. Seeing Nanoha and Fate reduced to this...it was one of the few things that truly made her angry. One of the _other_ subjects that did so was using children as weapons. Say what you would about the TSAB allowing nine year old girls into their ranks...Fate and Nanoha had been mature beyond their years, and fully _willing_ to work. What Kyubey appeared to be doing spit on everything that she stood for.

Regardless of how his wish granting abilities worked, and regardless of if he truly was pulling out Souls or just Linker Cores...it didn't change anything. He was misleading young girls, turning them into ticking time bombs. Making girls who should be living normal lives, into weapons. What Kyubey was doing _reeked_ of what Precia Testarossa had once done to Fate. But instead of training a girl to fight, he was manipulating them into fighting 'monsters' that they would eventually become themselves.

It was clearly a cycle, that could only have begun with Kyubey himself. But for what reason?

"Did Homura explain _why_ he does this?" Lindy asked softly, aware of how fragile her girls were at that moment.

"Yes," Fate answered just as softly, though there was now a hint of anger in her eyes, "Homura explained that. According to her, Kyubey collects the energy of both Grief Seeds, and when the Magical Girl becomes a Witch. He claims that the 'emotional energy' doesn't follow traditional laws of the universe, and can be used to slow down entropy."

Lindy blinked slowly, "That..."

"Is very hard to believe," Chrono finished, tapping his chin thoughtfully, "Admiral, I haven't studied entropy myself, but I know enough from what Amy's told me and the little I did study. At best, even Magic can only delay it by the nature of magical societies not using traditional energy methods."

"Not to mention that not every dimension has as much energy as the next anyway," Lindy nodded, "and some are older than the next. The multiverse itself is constantly producing new dimensions...new universes."

"Which would mean that Kyubey, unless his race is capable of dimensional travel..."

"Would only be impacting their home universe with whatever they claim to be doing."

The Harlaowns nodded in unison, before turning back to the young girls in the room.

"Fate, Nanoha," Lindy began, "if what Miss Akemi is saying is true, Kyubey is a criminal who must be stopped. However, I can't authorize a capture mission based on the word of one teenage girl. I need you two to continue gathering information. Nanoha, are you comfortable working with Miss Tomoe? Even having to interact with Kyubey?"

Nanoha nodded shakily, her eyes hardening slightly as her sorrow was replaced by the determination that made her...her.

"Yes."

"And Fate? I need you to convince Miss Akemi to come to the _Arthra_. I want to talk to her in person...and maybe see if we can study her Soul Gem. Comparing it to the Grief Seed you recovered is our best bet at figuring out how to reverse the process."

"I'll do my best Mother."

Both girls finished with a salute, before leaving to return to their rooms for the night. Lindy sighed softly as they left, before turning to her son. Chrono looked as he always did, serious faced. But Lindy was his mother...she knew how to read her son better than anyone, including Amy. She could see the anger hidden beneath the surface. His shoulders were tense, eyes narrowed ever so slightly. His hand twitched near his Device, though the moment he realized it was happening it stopped.

She couldn't deny feeling the same as her son either. Even if Homura was correct and Kyubey was telling the truth about his motives...it didn't justify using young girls in this way. Nothing could justify that, not to Lindy Harlaown.

"Chrono?" the teal-haired woman asked.

"Yes Admiral?" the _Arthra's_ XO and resident Enforcer replied.

"I want you to brief the infiltration teams. Tell them exactly what Kyubey looks like, how he acts, and his magical signature. Raising Heart's data has already been uploaded," Lindy looked at her son seriously, "use that data to find where other members of his race may be hiding. The spread of Witch barriers is far too large for there to only be one."

"Understood ma'am," Chrono nodded, "and the orders for the teams?"

"Observation for now. However, they should also develop a method of capturing a member of his race alive. I want to have a talk with one of them, if Fate and Nanoha confirm what Miss Akemi said."

Chrono nodded once more, moving to leave. When his hand touched the door however, his mother coughed lightly.

"The moment you're done, I want you to go down personally, to Kazamino, a city outside Mitakihara," the Admiral continued, "Amy's scans indicate a powerful Magical Girl there. I want to make contact with her, if possible. I'm authorizing use of Durandal as well...if you need his power."

The Enforcer blinked, his facade cracking slightly. Of course, he still had Durandal...he rarely used the Intelligent Device, preferring his older and simpler S2U for the most part. The staff of freezing was too powerful for the average criminal. For Lindy to be authorizing use of _that weapon_...all Chrono could do was nod shortly.

This situation was far more serious than it had first appeared.

* * *

 **AN: And there we go. I hope I kept everyone in character here...it was rather difficult, I will admit. And yes, Chrono is getting his time to shine. My aim is to use both casts to their fullest extent. Which does mean Hayate and friends. And Yuuno.  
**

 **Reviews:**

 **edboy4926, pokemon-35055, guest, Ryuamakusa4eva:** Thanks for the reviews!

 **Aceina:** Perhaps, but she doesn't have experience with wishes, not in that way.

 **Ramil:** No fight, at least for now. And that name is an interesting one, I will admit.

 **Nobody Smurf:** ...yeah, in hindsight that was a bad number. Oh well.

No cartridges. Gertrude is one of the weakest Witches we see, so I can easily believe it didn't take one to down her.

True, but Arf and company are all _Familiars_. I assume that's why they don't use devices. Yuuno is the only non-Familiar we see who can operate just fine without one.

 **Nyamu:** Hmm...interesting suggestions.

 **Vanishing Raptor:** Simple, but simple does not equal bad either. I'll keep it in mind.

 **DschingisKhan:** Homura is arguably the most dangerous person in either cast. As long as you don't know about her specific abilities, she is fully capable and willing to kill someone. She's not the most powerful, but that doesn't mean much really.

 **bowser3000000:** Possibly.

 **Kita Nakeshi:** All interesting ideas. I'll keep them in mind.

 **AN: Thanks for all the interest everyone! I hope we can keep this many reviews up!**

 **I also hope everyone enjoyed the chapter.**


	7. Exploration

**AN: Moving along, we have Chrono time.  
**

* * *

 **Chapter 7: Exploration**

"Fate-chan?"

"Yes Nanoha?"

"...I don't want to fight Witches anymore."

"Neither do I. The thought makes me so..."

"Sad?"

"And angry."

Nanoha looked at her blonde friend, as they walked towards Mitakihara Middle School. It wasn't common at all for Fate to admit to something making her angry. She was very even-tempered in fact. So when something _did_ make her angry...it was big. And Nanoha could hardly blame her in this situation, not in the slightest. The brunette didn't feel the same anger...but that was because she was so _sad_ and _sick_. The idea that she had been fighting and ki...ki...killing girls her age...it wouldn't surprise anyone that she felt the way she did. Midchildan magic wasn't _supposed_ to kill. It, by design, was meant to incapacitate. That was how Fate could survive a Starlight Breaker strong enough to obliterate a city.

But the Witches...just like the monsters that Nanoha had first fought when she met Yuuno, they were destroyed by the magic. At the time, that had seemed like a good thing. These were creatures creating barriers and using them to lure in innocent people. They needed to be stopped, and if the magic destroyed them, it probably meant they were created by a Lost Logia or something of that nature. Instead...they were innocent girls, turned into monsters.

 _How am I going to look Mami-san and the others in the face? When I know the truth?_

She doubted that Mami knew. The other girl acted like she was doing a good job and fighting monsters, so it was very doubtful she knew the truth.

"Nanoha-chan! Fate-chan!"

Not that she wold have time to think on that subject.

"Madoka-chan?" the brunette smiled at her newest friend, the pinkette eagerly jogging up to join her and Fate.

"How are you two?" Madoka asked, moving to walk next to Nanoha.

"Good," the girl in question replied, her cheerful facade covering the lingering worries.

"That's good...actually though...Nanoha-chan? Can I ask you a question?"

Nanoha nodded, "Ask away Madoka-chan."

"You don't use the same type of magic, right?"

Upon hearing that question, Nanoha looked around to make sure there weren't any eavesdroppers. Talking about magic or the TSAB was strictly forbidden, if there was the chance that someone might hear her. It wasn't on an Administered World for obvious reasons...but Earth, her own or the new one, weren't Administered yet. Luckily, there didn't seem to be anyone around but herself, Fate and Madoka at the moment. Just the gurgling of the small stream next to the path.

"Fate-chan and I don't use the same magic as Mami-san," the brunette nodded, "I've never actually seen the type she uses before."

"Did you have to make a wish first?" Madoka's pink eyes had a questioning look to them.

"No, we didn't," Fate fielded that question, soft voice getting the pinkette's attention.

Madoka frowned slightly, "How do you do magic then? Mami-san and Kyubey said that..."

"We're not sure how Kyubey uses his magic to grant wishes," the blonde continued, "We've never seen anything like it before. But our own powers are formed in our Linker Cores. There was never any need for a wish."

"Linker...?"

Nanoha placed a hand on the shorter girl's shoulder, "It's complicated Madoka-chan. How about this...if you want to know more, I can tell you after school. Fate-chan has to talk with Homura-chan, but I'm not busy!"

"Okay!"

On the subject of the blonde, Fate frowned ever so slightly, "Why are you asking anyway, Madoka?"

The pinkette blushed, her face turning the same shade as her hair. Madoka scratched her cheek, laughing softly.

"Eh heh...promise you won't laugh?"

"Promise," Nanoha smiled at her friend.

"Well, I...I can't think of anything I would want to wish for. I'm happy with my life, and I can't think of anything I want badly enough to wish for it. But I want to help Mami-san and Sayaka-chan if she contracts too...so I was hoping that your magic might be something I could do..."

Fate and Nanoha shared a look, as the pinkette nervously fidgeted, gripping her skirt with a hopeful look on her face. Despite the situation and how she had previously been feeling, the latter was actually holding back a giggle. Madoka sounded like _she_ once had. Wanting to help, no matter what she had to do. It was endearing, that was for sure. At the same time though, Nanoha sobered quickly when more thought was put into the request. Madoka was like herself in another way...

No formal training, and only just now exposed to magic. When the brunette had been in her shoes, albeit far younger, she hadn't had a choice at first and had only volunteered later. Madoka _had_ a choice...she didn't have to fight. But on the other hand, if she was determined to learn magic...it was far better that it be Midchildan or Belkan, than the other option.

The option that would leave her a monster.

"If you want to learn, we can train you," this time it was Fate who spoke, her soft voice matching her smile quite well.

"Though you'd have to have a Device..." Nanoha tapped her chin, "Fate-chan, do we have any spares that she can use?"

 _"Would Lindy-san_ let _us train her with one?"_ the brunette mentally added, aware that _Arthra_ had spare standard-issue Devices.

"I'm sure we have a spare or two," Fate answered vocally, _"And I don't know Nanoha. With the fact that we don't want Madoka to contract, Mother will probably agree. But I couldn't say for sure."_

 _"We'll have to ask that tonight then."_

Any further discussion would have to wait in any case, as they were rapidly approaching the school. Nanoha turned to Madoka, smiling once more as she pulled Raising Heart from her uniform shirt. The gem flashed slightly, as Madoka looked at it with wide eyes. Now that she knew what the gem was, that wasn't surprising.

"We'll talk again after school Madoka-chan," the Mage grinned, "I'm sure I can teach you something."

"Thanks Nanoha-chan!"

Watching as Madoka grinned at her before jogging towards where Sayaka and Hitomi stood in the distance, Nanoha sighed softly.

"Are you okay Nanoha?" Fate asked, slipping her hand into her friend's.

Nanoha smiled at her, squeezing the offered hand tightly, "Yeah, I'm fine Fate-chan. I'm just worried...Madoka-chan needs to stay away from Kyubey, but I don't know how to tell her that. She wouldn't believe me, and I don't want to alienate Sayaka-chan and Mami-san either. I...want to be friends with them, and not have to fight."

"We may have to fight Nanoha, especially with how attached Mami is to Kyubey," Fate replied, red eyes watching the girls in the distance sadly, "but remember...we have Homura on our side as well. We know the truth, and can use that. Let's focus on training Madoka and finding out everything we can for now. We can worry about Kyubey later."

"Right!"

The pair of girls continued walking to the school after that statement, neither letting go of the other's hand. This situation continued to be like nothing they had ever experienced or done before. But when had Nanoha _or_ Fate let something like that stop them? No, they would succeed...find out exactly what Kyubey was doing, if Homura was telling the truth...and if so, a way to _save the girls_ who had been forced into contracts. They couldn't save the Witches...

But if they could save the Magical Girls, that was something.

 _-0-0-0-0-0-0-0-0-0-0-0-_

It indeed was after school before Nanoha had a chance to talk with Madoka again. Waving goodbye to Fate, the brunette jogged up to the pinkette, who was doing the same to Sayaka.

"Sure you don't want to come with?" the blue-haired girl was asking her friend.

"Sorry Sayaka-chan," Madoka apologized softly, "I have something else I need to do tonight."

"Hey!" Sayaka pulled Madoka in, hooking an arm around her neck so that she could ruffle the pinkette's hair, "Don't apologize to me my wonderful wife! I don't mind if you need to do something else. I'll just go with Mami-san alone then."

"Sayaka-chan!" the other girl whined, trying to pull her head free.

"But just because you're going somewhere else doesn't mean I'm going to let you run off without telling me _what_ it is first!" a grin crossed the bluenette's face, "So spill the beans Madoka!"

"But..."

Nanoha coughed, an amused grin on her face, "Having fun?"

"Yup!" Sayaka grinned back.

"Help..." Madoka pouted.

"Sayaka-chan, can you let go of her please?" the brunette asked, "She's coming with me tonight, if you wanted to know."

The bluenette blinked, doing as asked, "Wait, Madoka's going with you? Why?"

"Because she wanted to learn how Fate-chan and I do magic," Nanoha replied, "no offense to Mami-san."

Understandably, the blue-haired girl's jaw dropped open. Before she spun around, looking at her friend with wide eyes. Clearly, Sayaka couldn't understand why Madoka would ditch _her_ and magic that allowed for any wish, to learn from Nanoha. Not that the girl in question could _blame_ her new friend for that reaction. After all, at first glance, the Magical Girl system looked better. Any wish you could want, granted with only the need to fight Witches as payment. That was tempting, even for Nanoha. She could only imagine how Fate felt...she was well aware her dear friend had a lot of regrets.

But that was only at first glance, if what Homura said was true.

"But Madoka," Sayaka protested, "Don't you have something you want to wish for?"

"Umm..." the girl blushed cutely, "No...I mean, I don't have anything I really _need_ Sayaka-chan. I want to help Mami-san, but I..."

"Do _you_ have anything you want Sayaka-chan?" Nanoha added.

Sayaka blinked, "Err...a lot of things! Like a..."

"Hmm?"

"Okay, I don't know exactly what I want either."

Nanoha giggled, "No worries Sayaka-chan. Hopefully you have a fun time with Mami-san tonight."

"Thanks. Well, I should go meet her. Keep Madoka safe, okay?"

"I will."

The blue-haired girl nodded, waving as she jogged off towards the mall. Madoka and Nanoha watched her go, before turning to each other. The Mage smiled at the other girl, putting Madoka at ease. Nanoha's smile had that effect, on basically anyone she met really.

"So, are you ready Madoka-chan?"

"Yes..." the pinkette clutched her skirt, "I mean, I think I am."

"No need to worry," Nanoha laughed softly, "we're just going to take you to see my commander."

Madoka blinked, "Your...commander? What do you mean Nanoha-chan?"

"Let's just say that I'm not just a Mage," the brunette winked at her friend...before magic surrounded both of them.

* * *

Far away from Mitakihara, Chrono Harlaown frowned as he moved through an unfamiliar city. Not that even Uminari had been particularly familiar to him, when it had existed. But Kazamino was as alien to him as he was to it. The small-ish town was more advanced than Earth should have been, just as Mitakihara. But even so, it was leagues behind Midchilda, making it rather easy for him to remember that he was in what amounted to hostile territory. Between Homura Akemi and Mami Tomoe, the _Arthra_ crew knew that Magical Girls were _very_ territorial. And that some of them likely wouldn't hesitate to attack unfamiliar Mages.

Such as Chrono.

 _I may be an Enforcer, but infiltration of this nature isn't something I am experienced in._

There was nothing for it though. He was the single most experienced Mage on the _Arthra_ , outside his own mother. That experience translated into someone who could do missions he wasn't comfortable with, or lacked experience in. What he _did_ have experience in was formal meetings with new mages. Nanoha and Fate weren't the _best_ resume in that regard, but it was better than anyone else could say.

Though walking around without his Barrier Jacket and in Earth clothing would never stop feeling odd. No matter the fact he stayed here for some time during the Book of Darkness Incident.

"Hello, can you show me where Kazamino Middle School is?"

"Why ya asking?"

"I have a niece starting soon, so I wanted to make sure the area is safe for her."

"Oh. Sorry, just seemed odd that a grown man was askin that. It's a few blocks down that way. Just turn left and ya can't miss it."

Chrono nodded, "Thank you."

"No problem."

As the other man wandered off, the Enforcer bit back a sigh. He was lucky that he _finally_ grew up, because if he had still looked younger than his age that would have been even more awkward. As it was, it _still_ was. Clearly the other man had worried that he had a less than honorable reason to know where the school was.

Which, technically speaking, one could argue that. It wasn't out of any _interest_ in the students. The interest came in the fact that if there was a powerful Magical Girl in this city, which Amy's scans indicated was the case, she was likely as not the same age as Homura Akemi or Mami Tomoe. And by extension, would be at the school. At the least, it was the assumption that Chrono was operating under.

 _If she isn't there, I don't know where I would look._

 _-0-0-0-0-0-0-0-0-0-_

As it would turn out...

"No, Admiral. There are no Magical Girls at the middle school."

 _"Keep looking Chrono. I trust Amy, she wouldn't make a mistake on her scans."_

"Roger."

Now, Chrono trusted Amy just as much...she was the woman he trusted more than any, actually. So he knew better than anyone that if she said there was a Magical Girl in Kazamino, then there very well was one. But at the same time, neither S2U nor Durandal had detected any sign of a Mage at the school. Not even anyone with a Linker Core at that. Which meant that this mysterious girl was not at the school. That both expanded and narrowed down the search. It expanded it to _all_ of Kazamino- thankfully not a large town -while narrowing it down to a girl who was middle-school aged, but not _at_ the school. Likely an orphan or delinquent, one of the two. Or both.

Well, nothing for it but to keep looking. Chrono turned away from the school, pulling his black jacket closer as he moved back into the town itself. Sharp eyes scanned for any sign of a girl at the requisite age, or near to it. But the only people he saw wandering around were closer to his own age, or that of his mother. There was not one girl at the right age in sight.

 _Is...that..._

What _was_ in sight had his hand dropping to S2U on instinct. There was a woman wandering around almost drunkenly, which would be odd enough in the broad daylight. But that wasn't what caught the Enforcer's attention. That was the strange mark on her neck, that was leaking dark mana. It wasn't necessarily a Witch, but on the other hand...it was still _dark_. That was never a good thing. Nor was her wandering into an alley.

Chrono jogged over to the woman, gently placing a hand on her shoulder.

"Hello? Are you okay ma'am?"

The woman turned dull eyes on him, "Who are you? Can't you see I'm...I'm...going somewhere."

"Yes, but you don't look like you know _where_ you are going. Do you know who did this to you?" the Enforcer asked, voice dropping ever so slightly into his typical commanding tone.

"No one did anything to me," she replied dully, "Let me go. I have to...be somewhere."

"That somewhere is a hospital," Chrono muttered softly, not moving his hand, "Come with me please."

"No!"

"Please, someone did something to do you."

"Let me go!"

The woman continued to struggle against him, even as Chrono realized something rather more worrying. Namely, the fact that not one person seemed to have noticed the screaming. He had expected to get attention by now...after all, this could look more than a little wrong to an outside observer. But no one had noticed, or moved towards him and the woman.

Of course, there was _also_ the fact that the street had turned into something out of a mental institution. The buildings were gone, replaced by a series of hospital beds, all with stained sheets tossed in every direction. Some held pieces of mannequins spread out as if they were patients torn apart in their beds. Multitudes of needles and pill bottles were stabbed through the wall, many of them far larger than they should have been. A handful were leaking liquid, that looked more like blood than medicine.

 _A Labyrinth...this is not good._

"I'm sorry for this," Chrono turned back to the woman, knocking her over the head with S2U. Her eyes rolled up, as she crumpled to the ground.

He didn't have time to be struggling with holding her down, not when they needed to get out of this maze. The reports were clear on one thing...the Witch _would_ have minions, Familiars. They _would_ attack, even if the Witch herself didn't. Since he clearly couldn't afford to be holding the woman down while fighting, he took the next best option. Knock her out, and make his stand where he was.

After all, the most recent report from Fate and Nanoha had them forcing a Witch to reveal herself by destroying enough Familiars.

As such, he held S2U up, his Barrier Jacket falling into place as the Enforcer's sharp eyes scanned his surroundings. As of yet, nothing had moved to attack him, but there was no way of knowing how long that would last. Witches seemed to operate on luring victims into their mazes, and if so, they would probably move to attack quickly before the said victims could make any effort to escape. That was logical, and Chrono operated on logic even when his enemies did not.

 _There!_

The Enforcer ducked, as he heard the sound of crazed laughter. His instinctual move saved him damage, as a 'whip' of light shot over his head. Rolling to the side, Chrono came up, a spell already firing. Blue bolts of energy shot from S2U, impaling a shadowy figure. A figure that faded away, revealing the real form of the Familiar. If that was what it was.

"..."

A syringe, attached to what appeared to be mannequin legs. He knew that Familiars were not humanoid for the most part, but this was odd even for him. Shaking his head, Chrono noted that there was only the one Familiar...not a large group, like Fate and Nanoha had reported. Acknowledging that point, he pointed S2U at the Familiar, blue light building along the tip of his weapon.

"Stinger Ray."

Blue 'swords' of light formed at the tip of S2U, before shooting forward at the strange Familiar. Despite the lack of a mouth, a crazed laugh came from the Familiar, as it attempted to dodge the attack. But it's stiff legs betrayed it...the 'swords' pierced the syringe, shattering it as if it were a regular one being stepped on. Shards of glass flew everywhere, as blood red liquid sprayed from the shattered glass. The legs split apart, falling to either side of the rapidly forming puddle, nothing but a fading scream to indicate the Familiar had been there.

"That was too easy," Chrono muttered, continuing to hold his Device aloft, as he looked around for any signs of other enemies, "There must be more of them. But where..."

Even as he asked that, the Labyrinth twisted and began to fade away. The barrier didn't last more than a few seconds, before the nightmarish field was gone. Chrono blinked, slowly lowering S2U, as the bustle of the street returned. Only he and the woman remained, standing- or laying down -in the middle of the alleyway.

 _That can't have been a Witch. It didn't match the intelligence and was too weak. So why..._

Returning S2U to its card standby form, Chrono removed his Barrier Jacket, looking around warily. This was another odd thing to add to their knowledge of the Magical Girl system and its Witch counterpart. Either that was a ridiculously weak Witch...or Familiars were just as the ones that _he_ was familiar with, such as Arf. That they could operate without their masters, and create magic of their own. Or that the Witch fled when her familiar was destroyed. Regardless of the reason, it was yet more information to work with.

For now though, he wasn't here to gather information. Chrono knelt next to the woman who already had a nasty bump developing on her head. Shaking her slightly, he roused her to consciousness

"Who..." she weakly asked, wide blue eyes staring up at him.

"Chrono Harlaown," the Enforcer replied, "are you okay?"

"Yeah...my head is killing me, but I'm fine," the woman replied, placing a hand on the bump- missing the ever so slightly guilty look cross Chrono's face, "Where am I?"

"An alley," Chrono answered, pulling the woman to her feet, "I found you back here. Are you sure you're okay miss..."

"Ami Kurosawa. How in the world did I end up back here? The last thing I remember was heading to work..."

The Enforcer nodded slightly, "I don't know how you got back here Miss Kurosawa. Can you walk?"

"I think so," she smiled at him, "Thanks for helping me by the way. Not many men would help instead of taking advantage of me."

Really, he should have been insulted by that insinuation. Instead, Chrono just nodded, letting go of Ami so that she could stand on her own. The woman shook slightly, shaking her head to clear the lingering stars from it. The moment she was secure in her footing, she turned to Chrono and smiled again. She seemed to do that a lot actually, like _Amy_. Ironic, though this woman looked nothing like her.

"It wasn't a problem," Chrono finally spoke, "if you're sure you're okay, I have somewhere I need to be."

"Okay," Ami nodded back, absently reaching into her purse, "I know it's in here somewhere..."

"What?"

She sent a sheepish look at the Enforcer, "My spare money. I need to pay you back for helping me."

"That isn't necessary. It's my job to help."

"You're a police officer?" Ami blinked, looking him up and down, "You don't look like one."

"It's...something like that, yes," Chrono nodded, "I am serious though, there isn't a need to pay me."

Ami sighed, "If you say so. Well, thank you Mr. Harlaown. If I see you again, I'll be sure to say hello."

With that said, the woman smiled one last time, running a hand through her dirty blonde hair before she set off to...wherever she needed to go. Chrono watched her leave, before sighing softly. His mission wasn't going according to plan, to say the least. At least he had more information on how Witches and Familiars performed. Now if only he could find the Magical Girl that he was supposed to make contact with. With another sigh, the Enforcer left the alley, continuing to search.

Even his sharp eyes failed to note the pair of red points glaring from the shadows of a rooftop however.

* * *

 _"It appears that Familiars are just as capable of managing a barrier as a Witch, Admiral."_

"You're certain there wasn't a Witch?"

 _"Nearly certain, yes. It is possible that the Witch fled when I dispatched the Familiar, but the barrier fell too quickly for that. It is also possible that I fought a weak Witch. But..."_

"It seemed _too_ weak."

 _"Exactly."_

Lindy Harlaown sighed, "Well, keep looking for the girl Chrono. We need to make contact with another Magical Girl soon if we want to confirm what Miss Akemi said."

 _"Yes ma'am."_

As her son's face vanished from the holographic screen, Lindy absently poured a cup of tea. She was running on fumes, even with the sugary drink to help keep her going. She hadn't slept well at all the previous night, kept awake by worry over her young Mages. Fate especially...she knew better than anyone bar Nanoha how fragile her daughter still was. She hid it well, but the blonde was still very sensitive. And she didn't take well to things that reminded her of her own past. Something that what Kyubey did would certainly do.

On top of that, Lindy had been consumed by thoughts of how the Magical Girls themselves felt. Young girls, barely into their teens, thrust into a battle they should never have to fight. This wasn't like recruitment drives by the TSAB on administered worlds. These were girls swept up into something they had no existing knowledge of, and forced to fight what would appear to be horrible monsters.

Only to one day succumb and become the very thing they fought.

"Amy?" Lindy asked tiredly.

 _"Yes Admiral?"_

Despite being up as long as her, Amy sounded much more awake.

"Can you connect me to the Infinity Library?"

 _"Of course! One second..."_ there was the sound of typing, before Amy's voice came back, _"There you are."_

"Thank you," the teal-haired woman smiled, before schooling her features into the 'mask of command' as she looked at the familiar boy on her monitor, "I'm sorry for calling so suddenly, but I need you to look something up for me. It is very important."

Yuuno Scrya nodded seriously, glasses covering his green eyes, _"It's no problem Admiral Lindy. What do you need me to look up?"_

"A being known as Kyubey," Lindy replied, forwarding the data from Raising Heart, "This is all we have on him."

 _"Hmm...I've never seen something like this before,"_ the archaeologist-turned-librarian muttered, _"Are you sure that 'Kyubey' is his real name?"_

Lindy sighed softly, "It's all we have."

 _"Okay. I'll start looking for anything I can find right away. Is there any reason you need information on him?"_

"That is a very long story..."

And so, she explained everything she knew so far and suspected about the being known as Kyubey...

* * *

 **AN: There we go. I _did_ say I was angling to use the casts to their full potential, didn't I? So that means Yuuno as well.  
**

 **As for Chrono, it'll be next chapter where he meets Kyoko. _That_ was fun to write. It'll be equally fun to write Homura's freak out when she can't find Madoka...though that'll be the chapter _after_ the next one.**

 **Hope everyone enjoyed this one!**

 **(side-note: I've got a rec on TVTropes! That's a nice surprise)**

 **Reviews:**

 **Takeshi Yamato, pokemon-35055, guest1, Aceina:** Thanks for the reviews!

 **edboy4926:** Somewhere in the range of 70 to 80.

 **DschingisKhan:** Yeah, I'm having fun with Lindy. As for _New Hope_ 's sequel...right now, this has more precedence because it's ongoing. Between this and _Salvation_ , the sequel _will_ take a bit to get up, but it is being worked on.

 **Nobody Smurf:** To be fair, Kyubey is off-limits to kill at least for now. That being said, Nanoha does _not_ like him.

 **Drinker:** Fate's more so worried about guns because, unlike Midchildan magic, that's designed to _kill_. And she had one pointed in her face.

 **Nintendoman58:** Yeah, I figured Chrono needed some action for once. It's certainly fun to write from his perspective.

 **TimeDiver:** Maybe. Personally, I'm leaning for something Faust-related myself. If not Faust itself.

 **Guest2:** Saving them is the main goal for the moment. Leave aside capturing Kyubey, because for all they know he has a way to force the Witch transformation if he is captured. I imagine that Fate/Nanoha _could_ hypothetically contract. Not that either of them has any intention to do so.

 **D. K. N. :** To be fair, we already have some reactions to the mass-based weapon thing.

It'll be fun when they figure out the time-stop though.

Incubators...well, Kyubey isn't going to enjoy what happens when they figure out everything.

Both of those backstories are going to get interesting reactions, I can say that much.

 **AN:** **Thanks again for the reviews everyone! I hope that everyone enjoyed this chapter as well.**


	8. Training and Meeting

**AN: Sorry for the delay everyone. Computer issues+this not being easy to write.  
**

* * *

 **Chapter 8: Training and Meeting**

Yuuno Scrya wasn't one to worry. Ever since the Book of Darkness Incident, he had been doing nothing but what he loved. Sure, part of him would have preferred being out in the dust and dirt of archaeological digs, but at the same time, he wouldn't complain about being the _Head Librarian of the Infinity Library_. Such an honor was something he never would have expected to be given to him, a humble archaeologist of the Scrya Clan. And even now, years after he had started working in the library, he still hadn't read even a fraction of the material contained in it. Dozens if not hundreds of civilizations were recorded here, each with their own stories and histories.

But right now, it was _one_ in particular he was trying to find information on. An image of a fluffy animal, with unnerving red eyes over a frozen smile. Yuuno, despite experience with multiple Familiars and his own transformation into a ferret, had never once seen something like it. Sure, there were hints of a feline nature like the _terrifying_ cats he had seen on Earth. But the ears and those eyes...that wasn't native to that world. It wasn't native to _any_ world he was familiar with, though he would be the first to admit that wasn't every potential world.

 _Kyubey...that sounds more like an alias than a true name. But what exactly would be his true name?_

More importantly, _what_ this creature was had his spine feeling a rush of cold, even now. If even half of what Admiral Lindy had shown him was true, this creature was one of the single worst criminals in TSAB history.

"Hey, Yuuno!"

"Yeah?"

"Think I found something!"

Turning his head, the young teen smiled at the older looking woman floating his way. Arf, currently working with him in the library instead of by Fate's side, smirked back. But it wasn't her typical smirk. Yuuno knew her well enough to know that...she was likely feeling what Fate felt, in every meaning of the word. He could only imagine what that must be like.

"What is it?" the archaeologist asked, letting his attention move away from his own collection of books.

"Not much," Arf replied, holding up a thin book, "and it's old too. Belkan old."

Yuuno whistled softly, "Let me see it."

"Here ya go."

Taking the book in his hands, Yuuno's eyes scanned over the ancient Belkan script. Spending time with the Wolkenritter had made him as much an expert as any in the language, so he had no problems reading even without a translation program. The information was scant to say the least though...apparently, explorers or refugees fleeing from the Belkan Wars had stumbled into an unexplored dimension. Travel of that kind hadn't been as standard in the age of Belka as it was in the age of Midchilda though...so finding an unknown dimension was much more a danger than a good thing depending on the situation.

This case was definitely the former.

 _The natives of this world were quite friendly, though they lacked mana technology. They were primitive by our standards in fact, seemingly lacking even a rudimentary Knight Order. However, all was not as it appeared on the surface. The youngest members of our group, two girls in their early puberty, were contacted by native girls their age. These girls possessed a system of magic nothing like our own. The 'Soul Gems' they claimed to be using were not Unison devices. Nor were they simpler weapons such as those used by the typical soldier in one of the Kaiser's armies._

 _At the time, it had seemed to just be a different style of magic. It would not be until the girls introduced their benefactor that the situation was truly revealed. This...Incubator...is a danger to everyone. Included here is a description of the appearance and powers of this creature. Know this, whomever reads this record. If these creatures are to develop the ability to move between dimensions, none are safe. They will entrap their victims, and use them for their own ends as they have my daughter._

"Incubator..." Yuuno whispered, running a hand over the Belkan style artwork, depicting the _exact_ same creature as Kyubey.

"Think that's their real name?" Arf asked, looking over his shoulder with slightly narrowed eyes.

"It's a possibility," he replied, shutting the book carefully, before placing it where he could easily recover it, "it would even make sense. If one looks at Magical Girls as immature Witches, then they can be argued as 'incubating' them. What worries me is that we don't know which dimension the Belkans found them in."

Arf nodded, "Yeah...I don't like the idea of these things wandering around more than one world."

"Then again, we know that Mitakihara took the place of Uminari in a merging. So hopefully they're just in one dimension. Even with that though, Belkan records mean the Incubators have been working for centuries at the least."

Both of them fell silent at the implications of that. Centuries of girls ensnared in a nightmare they had no control over. Centuries of Witches running through worlds, destroying anything their paths. Very few Lost Logia could claim the same...the Book of Darkness being the only one that had such a recurring theme of destruction.

It was not a pretty thought, not at all.

"We have to keep looking," Yuuno finally spoke up, eyes hardening behind his glasses, "if you want to go to Fate, you can."

"No," Arf shook her head sadly, "Fate doesn't need me right now. I _hate_ leaving her there, but right now we need everyone we can get looking through here. Right?"

"I won't argue the point," the archaeologist sighed, "You sure?"

"Nope. But I think I'm more use here right now. Anyway, those little rats won't know what hit 'em when Hayate gets back."

Even Yuuno Scrya shuddered slightly at that. Hayate Yagami and the Wolkenritter had a reputation for being walking weapons of mass destruction. If Kyubey got on their bad side...

Pity him, even if he doesn't deserve it.

* * *

Back on Earth- or more appropriately _over_ Earth -one Madoka Kaname was freaking out.

"Nanoha-chan! What just happened?!"

"Calm down Madoka-chan! I just...teleported us."

"You...but..."

"Probably should have warned her first, Nanoha."

"Eh heh..."

Nanoha Takamachi scratched her head, looking at an amused Lindy Harlaown. The older woman was smiling at her and the still freaking out Madoka, her arms crossed over her chest.

"Madoka-chan? This is my commander, Lindy-san. She's Fate-chan's mom too!"

The pinkette finally calmed down, her face flushing just as pink as her hair, as she bowed to the older woman, "It's nice to meet you Lindy-san."

"Nice to meet you too, Miss Kaname," the teal-haired woman replied, before turning to her daughter's best friend, "So, Nanoha. You didn't warn her at all?"

It was Nanoha's turn to blush, "I didn't have a chance..."

"Hmm. So, Miss Kaname, do you have any idea of where you are?"

"No..."

Lindy nodded, using the same smile she had once used on a nine year old Nanoha, "Follow me then."

At a nod from the brunette, Madoka did as asked, with her friend right next to her. The pinkette was staring wide-eyed at the walls around her, all metal and lit with artificial lighting. Unlike Nanoha, who was _quite_ used to her situation and location, it was quite likely that Madoka had never even been on a ship of any variety. Leave alone one like the _Arthra_...that was going to be just as much a shock to her system as the teleportation had been. Might actually be more of one in fact.

Nanoha could still remember the first time _she_ had been on the _Arthra_. Sure, she had been more worried about Fate and stunned that Yuuno was a real boy at the time. But it was still shocking to look into space and realize you were on a _real spaceship_. Even more shocking when one thought about where the _Arthra_ came from. Not even the same dimension as where she lived. Though, the same could be said of Madoka...

"Whoa...are we..."

Shaking herself from those thoughts, the Mage smiled at her new friend, the pink eyes looking out at the stars in awe.

"Yup, we're in space Madoka-chan."

"A...spaceship? Are you an alien?"

Nanoha couldn't hold back a laugh, "No, I'm from Earth. Lindy-san and Fate-chan aren't though, even if they are human."

"But how can they be human if they aren't from Earth?" Madoka looked very confused by that.

"A very long story," Lindy replied, gently putting a hand on the pinkette's shoulder, "for now though, I believe that Nanoha brought you here for a different reason."

"Yeah, she said she'd train me..." Madoka turned to her friend, "Right, Nanoha-chan?"

"Yup!"

Lindy nodded, "In that case, we need to get Miss Kaname a Device. And move to a different world, so we don't damage something."

Understandably, Nanoha blushed at that. She knew her reputation preceded her in that regard...she probably _would_ destroy something in the midst of training. And who knew how strong Madoka could potentially be.

 _-0-0-0-0-0-0-0-0_

As such, in the interests of _not_ venting the _Arthra_ to space or destroying part of Mitakihara, the two girls had been transported to an uninhabited world near to Earth. Near on the galactic scale anyway...within one transport of both girl's homeworld, but still many light years away. Green plants gave it a beautiful look, but sight-seeing wasn't their purpose in the area. That was the card that Nanoha held in her hand, her other limb already holding the staff form of Raising Heart. Madoka nervously shuffled her feet next to the brunette, still dressed in her school uniform.

"Nanoha-chan? Are you sure about this?" she asked warily.

"Very sure," Nanoha nodded back, holding out the standard-issue Storage Device, "Take this Madoka-chan. This isn't as advanced as Raising Heart, but for testing it should work. Just say 'set up' and it will be ready."

Madoka carefully took the black card, nodding slightly as she held it up to her eyes, "...set up?"

The card spun in her hand, before turning into standard Midchildan style Mage Staff. Madoka blinked, looking at the weapon in her hands, before looking back at her friend, who was grinning at her.

"Trust me on this Madoka-chan, you will need a Device if you want to use magic like we do."

"Is it like a Soul Gem?"

"Not at all," Nanoha shook her head, "Midchildan magic just...are you good at math?"

Madoka blinked at the sudden question, "Umm...I...a little maybe? I've never really been great at school...I'm kind of average..."

"That's why you need a Device then," the brunette grinned, "You see, our magic relies on complex math calculations. Each and every spell has unique calculations to cast, and its a bit much for even skilled Mages to handle. I'm good at it..."

"That is an understatement. Nanoha created what might well be the single most versatile and powerful spell at nine years old," Lindy supplied, observing the training.

"...but not everyone is. Our Devices do the calculations for us instead. Supply the spell you want by calling out its name, and the Device will run the calculations and allow you to use it," she finished, blushing at Lindy's comment.

For her part, Madoka looked like her head was spinning, "I've got it. I think."

"It's simple once you get the hang of it," the Mage replied, smiling comfortingly, "Okay...let's start with the simplest spell. Point your Device at the target, and say 'Shoot Barret'. It will do the calculations for you this time since that spell is already pre-loaded. Once we move to more complex ones though you will have to do at least some of the work."

The pinkette nodded hesitantly, pointing her 'borrowed' staff at the round target that Nanoha had set up for her, "Shoot Barret."

Only to promptly get shot _backwards_ as a _massive_ pink ball of energy shot from the staff. The equally pink runic-circle under her feet, understandably, went unnoticed. Nanoha jumped forward, catching her new friend, even as her shot hit the target in the distance. And created an explosion worthy of a low-level Divine Buster. Rocks and dust shot into the air, clouds of debris raining down. The target itself was completely vaporized, along with a good portion of the ground it had been set on. When the dust settled, all that was left was a crater...a crater multiple feet deep at that. And all of that, from the _weakest_ and _simplest_ spell in the Midchildan school.

As for Madoka and Nanoha? They came to a stop, the pinkette looking wide-eyed at what she had just done. Nanoha, on the other hand, was warily looking at the Device in her friend's hand. A Device that was sparking, and partially melted. A non-verbal seal went over it to prevent more damage. But it was an...interesting...sign as well. Only one other person was strong enough that they fried normal Devices. And as that person was a walking nuke on nearly every level...

"I did that?" Madoka gaped, looking at the damage she did.

"Yes," Nanoha nodded, setting her friend down, "Yes you did. Can you hand me the Device?"

"Huh? Oh...okay..." the pinkette moved to hand it over, before noting what had happened, "Oh no! What happened to it?"

Lindy whistled softly, "Too much raw power. Miss Kaname, you may be one of the most powerful Mages I've ever seen."

"But...I'm not that special..."

Nanoha placed a hand on her friend's shoulder, "Evidently you are. Looks like we need an Intelligent Device, right Lindy-san?"

"Yes. I'll see if we have one...if not, I can get one from Midchilda if I pull some strings. For now, we should probably get Miss Kaname back before someone noticed she's gone."

Both girls flushed at the reminder that they were _technically_ doing this without telling anyone.

* * *

Far away from this little group, Chrono continued his so-far fruitless search through Kazamino. Other than the Familiar- or weak Witch -he had yet to encounter anything with even the slightest bit of magical potential. It was almost frustrating, if he weren't so well-trained to deal with things like this...

Okay, correction.

It _was_ frustrating, to say the least. He would have thought there would be _some_ indicator of where the Magical Girl was by now. They may be good at hiding in plain sight, judging from the fact that Earth at large didn't know they even existed. But this was getting a bit annoying. Surely they weren't so good at hiding that an _Enforcer_ couldn't find them. That would be ridiculous, considering not one of these girls could have anything near the training or experience he possessed. It would be impossible, since Kyubey seemed to recruit from girls who didn't have the background needed to see through what he talked about.

So...why then, had he not found his target yet?

"Aaaah!"

A female scream broke his attention away from those wandering thoughts. Without even thinking about it, Chrono sprinted towards the alley where the scream had originated.

"Another Familiar...has to be," he muttered softly, "Damn it. Why isn't the Magical Girl killing them..."

Running into the alley, Chrono already had S2U's card in his hand if he needed to use the Device. Only to stumble to a halt, as he saw nothing but a redheaded girl, around Nanoha and Fate's age, glaring at him. She wore a patched green jacket over a short black t-shirt, with only an equally short pair of...shorts...on her legs. Her posture and clothing _screamed_ delinquent, an image not helped by the aforementioned glare.

Not that her red eyes helped that image. These weren't the soft burgundy of Fate. These were sharp, almost blood-red pools staring him down like he had insulted the girl.

"Figured that would get ya to come runnin," she spoke, her voice every bit as harsh as her appearance.

"Who are you?" Chrono asked warily, not dropping the card. She may just be a young girl, but _Fate and Nanoha_ were young girls.

"Kyoko Sakura," the girl replied shortly, "and Kazamino is _my_ territory. I don't appreciate poachers, and ya killed a Familiar I was waiting on."

The girl spit out the stick of whatever she had been chewing on, glaring directly at Chrono now instead of his general direction.

"Though how the hell a _boy_ can use magic is somethin I'm not sure of. So, Kyubey branchin out or somethin?"

Chrono shook his head, "No. I'm not a...Magical Boy, if you want to call it that. I have no connection to Kyubey."

"Huh," Kyoko blinked, "Well, I don't care where ya got your magic from. No one poaches my kills."

Even as she said that, the girl was surrounded with red light, starting with a ring on her finger. Chrono immediately set up S2U and his own Barrier Jacket, as the light cleared away to reveal Kyoko in her own variant of one. A long red overcoat, with a short black blouse and a short pink skirt underneath it. In her hands was a long spear, cockily held on her shoulder instead of pointing in his direction.

Chrono looked at that weapon warily. At first glance, it looked like...a normal spear. There was no Cartridge System in sight like on an Armed Device, not that he had expected one. Nor were there any obvious holes for mana vents. If nothing else, it really did just look like an average- if large -spear.

"I don't want to fight," the Mage spoke up, "I'm here to talk. You're the Magical Girl who lives here right?"

"So what if I am?" Kyoko shot back, moving the spear to a ready position, "If ya came here cocky enough to poach my kills, then ya had to know about me. Everyone knows that Kazamino is _my_ territory. If they don't, I beat that into them. So...which are you?"

"I knew there was a Magical Girl here," Chrono answered slowly.

"Then ya came here even though it's my territory."

Before the Mage could respond to that, Kyoko jumped at him, her spear held low to the ground as she sprinted at a speed a normal human shouldn't be capable of. Chrono blinked, before he jumped into the air, as the spear flew through where he had been standing. S2U came up, blue energy already gathering along the 'barrel' of the Device.

"Stinger Ray!"

His signature attack shot out, aiming at incapacitating the Magical Girl without doing much harm to her.

"Fancy."

Only for the spear in her hands to split into multiple parts, flying up to intercept his attack. Blue light shattered against the dull wood of the spear, as Chrono was forced to move to the side to dodge the attack. His back impacted against the side of the alley, as the spear impacted right above his head. Gritting his teeth as concrete fell around him, the Mage rolled, putting distance between himself and that weapon.

He wasn't a melee fighter. His skills were diverse, but that was _not_ one of them. Fate was the only skilled melee fighter who used Midchildan magic that he knew of. As she wasn't here, he would have to keep distance between himself and Kyoko. Close in was _her_ specialty, if her weapon was any indication. He would have to use his ranged spells to his advantage then.

"Tryin to run?" the redhead lazily asked, "And flyin too. Aren't you a barrel of surprises."

Chrono would have responded, but he felt his back slam into something. Sparing a second to look over his shoulder, he saw a latticework of red diamond-shaped objects, blocking any further movement. He recognized the magical signature, if not the spell.

 _A barrier. Damn..._

"Shoot Barret!"

Multiple blue orbs surrounded Chrono, shooting out at Kyoko as he focused on breaking her barrier. For every time he tried to hit it, the barrier regenerated however. In point of fact, it grew _thicker_ with each attempt.

Like...

"I'm not lettin you get away that easily!"

Like Kyoko was manually adding more mana, even as she spun and ducked around the bullets shot at her.

"Come on! This ain't the first time I've fought someone who can shoot things at me!"

"In that case," Chrono replied, gritting his teeth, "Try this!"

Blue light gathered around Kyoko, as the Mage fighting her focused on the spell.

"Ring Bind!"

The light coalesced into blue rings, that quickly held Kyoko's hands to her sides, making her drop her spear in the process. The redhead gaped at the bind, struggling to move her arms. Chrono warily watched, as he lowered himself to the ground. The Mage walked up to the captive girl, who was doing her level best to burn him alive with the force of her glare. Electing to ignore this fact, Chrono carefully picked up her spear, tossing it away so that she didn't have access to it.

"Are you willing to talk now?" he asked rhetorically, not releasing the bind.

"Kinda don't have a choice, now do I?" the redhead complained, "Freakin magic...never seen anything like this before."

"You wouldn't have," Chrono nodded, "This isn't any system of magic you would be familiar with. Now, why did you attack me?"

Kyoko glared at him, "I told ya that already. You deaf?"

"Hardly. But you didn't explain properly."

"Well if you were a Magical Girl I wouldn't have _had_ ta explain," the girl rolled her eyes, "fine though. Ya want to know? I attacked because you came onto _my_ territory and took _my_ kills. It's the first rule of Magical Girls, dumbass. You do _not_ poach someone's territory. If you do, you're fair game for reprisal. Law of the jungle."

Chrono sighed, "I can assure you, I didn't come here to take your territory. I came here to _talk_ to you. On that note though...you mentioned you were 'waiting on' that Familiar."

The redhead rolled her eyes again, "Don't even know that much? If ya let a Familiar kill five people, it becomes a copy of the Witch it came from. You do that, and you've got a ready made Grief Seed. Simple logic...circle of life...whatever ya want to call it. Familiars eat weak humans, and then we eat the Witches."

To say that Chrono felt sick at that statement would be an...understatement. It was quite likely that Kyoko Sakura had _no idea_ what exactly a Witch was. And Chrono, leaving aside if he believed what Homura Akemi had said for the moment, knew one thing for sure. Magical Girls _did_ need a Grief Seed to keep their Soul Gem clear. From that perspective, he could at least understand _why_ a girl would want to do anything she could to secure more of them. But willingly sacrificing people? Five people per Familiar? That was taking things more than a little too far.

So far as he knew, Kyoko had never once killed a human herself. But letting them die was nearly as problematic. The only reason he wasn't branding her a dangerous criminal...was the fact she was a young girl, thrown into something she shouldn't have been. He was Fate's brother...Chrono Harlaown was aware of what being thrown into things they weren't prepared for could do to someone, especially a young girl. Or a young boy.

So he would give this girl the benefit of the doubt...at least for now.

"That is enough reason to arrest you," that being said, he would make it clear that he didn't approve, "letting innocent people die like that."

Kyoko barked out a laugh, _"Arrest me?_ What are ya, a cop?"

In response, the Enforcer pulled up his holographic credentials.

"Enforcer Chrono Harlaown of the Time-Space Administration Bureau," he recited, before an ever so slight smirk crossed his lips, "So yes, you could say I am a police officer."

The girl just gave him a deadpan look, "Well. Shit."

"Indeed."

"So, if ya are a cop," Kyoko continued, giving up on breaking her binds for the moment if only out of curiosity, "What the _hell_ are ya doin here? Shouldn't ya be goin after Kyubey or something? He's the reason I'm like this."

"We have an officer monitoring him, yes," Chrono replied, "However, I was sent here to contact you. We want to talk to as many Magical Girls as possible, to gauge what is really going on here. We have some disturbing information about Kyubey...and it is important to verify this."

"Disturbing?"

"Tell me, Kyoko Sakura," the Enforcer stared her down, "Do you know what happens when you run out of magic?"

* * *

 **AN: And there we go. A couple things of note:**

 **Kyoko probably would have won there, if Chrono couldn't bind her. She's _very_ dangerous in melee and the same can't be said for him. He's a very traditional Midchildan Mage, and that means he's not used to fighting up close, not like Fate.**

 **Madoka is _very_ powerful. We're in timeline 70-something, so while she isn't at Madokami levels, she's still going to be _very_ powerful. Stronger in raw magic than Nanoha actually.**

 **No review replies this time, since I need to get this up so I can work on homework. College is _fun._**


	9. Arthra

**AN: Sorry for the delay...again.  
**

* * *

 **Chapter 9: _Arthra_**

Homura Akemi was not one to mess around. Or one to freak out at small events, though she would be the first to admit that variations in timelines could, and would, mess with her. Even so, she never allowed it to mess with her enough to ruin a timeline. Homura had learned that lesson, painfully, with Oriko Mikuni. For all of that however...this situation was pushing her to the limits of her stoicism. Madoka had vanished, and she had no idea _where_. The pinkette had left school, and Homura had made note of that. Before she had then left herself, to hunt a Witch that was on the path to her friend's home.

It was only when she left that Labyrinth, that Homura realized something was wrong. She had gone to Madoka's house like usual, fully expecting her friend to be there. But when she had looked in the window of the girl's room, there had been no sign she had arrived. Her bed was made, there was no book bag, and Madoka's clothes were undisturbed. Not to mention there wasn't the sound of her voice in the entire building. Homura had frowned at that, before leaving behind the fancy house and moving back into town. If Madoka wasn't at home, she was likely at either the mall or Mami Tomoe's apartment.

The former would have been one thing. Homura could be frustrated at Madoka for breaking her usual habits, but at the least, she would know the girl was safe. The mall had been cleaned of Witches and Familiars by now, so Madoka was perfectly safe there. Now if she were with Mami, Homura _would_ be angry. She always was when the subject of the blonde came up. Or, rather, when the blonde interfered in Madoka's life. If Mami just stayed away from her friend, then Homura could care less about her. But her determination to make Madoka- and Sayaka, but that hardly mattered -into Magical Girls had ruined any chance of working together long ago.

 _If she isn't with Tomoe, she must be with Takamachi or Testarossa instead._

And when Homura found Mami wandering with Sayaka but _not_ Madoka, that confirmed that theory. Gritting her teeth, something she only allowed herself when out of sight, the Magical Girl turned around and began looking for the new girls. It didn't take her long to find the familiar head of blonde hair either...in fact, it looked like Fate was looking for _her_.

"Homura?"

So when she dropped in front of the blonde, her lack of surprise wasn't particularly...surprising.

"Where is Madoka?" Homura didn't bother with pretense, her eyes narrowed slightly.

"She isn't with you?" Fate asked back, her own voice calm as could be.

"Of course not. If she were, why would I be asking? Madoka is neither at home, or with Tomoe. Eliminating those options, leaves her with you or Takamachi. Since she isn't with _you_..."

Fate blinked slowly, "You really do care about her, don't you?"

"That is not important. Answer me."

Homura wouldn't normally have been this pushy. But not knowing where Madoka was...was one of the few things that could get under her skin, and her mask. Especially in such an anomalous timeline as this one was. It may have been _years_ ago, but her memories of Oriko were very fresh. And Homura couldn't stand the idea that something had happened to Madoka, with her unable to do anything about it.

 _I can't have failed her again. I can't._

"Madoka's with Nanoha," the blonde finally replied, "she asked Nanoha for training in our system of magic."

Faster than even Fate could follow, a gun was pointed directly under her chin. Homura's eyes had narrowed further, real anger visible even with her mask. Perhaps, the mask made it even _more_ noticeable, as emotions rarely crossed her face. It was taking every bit of self-control she had not to pull the trigger.

"Explain, _now_ ," the time-traveler spoke, her voice deceptively calm.

"Calm down Homura," Fate replied, careful not to move, "You don't have to worry about Nanoha. She is an experienced Mage, and has trained others before. She won't hurt Madoka."

The Magical Girl didn't move an inch, "That is not what I'm worried about. I thought I had made it clear that Madoka needs to be _un_ _involved_ in our fight. She cannot become a Magical Girl."

"She won't. Our magic has nothing to do with Kyubey, and believe me," here, Fate's own eyes sharpened, "After what you told me, I would be the first to tell her to stay away from him. No one deserves what you told me."

Relaxing only slightly, Homura frowned, "Even if your magic truly does have nothing to do with the _Incubator_ , I still can't condone Madoka being put at risk. She should not be involved in any magic, no matter the source."

This was not the first time this argument had occurred. Or, at least, the argument over the magic system. Both Fate and Nanoha had pointed out, at multiple points, that the Midchildan system had nothing to do with wishes or Witches. And for the most part, Homura believed them- it was difficult not to, when she had seen what they were capable of. On the same hand though, she wasn't exactly in the proper state of mind for logical thinking.

"Listen," the blonde countered, "Madoka is safer where she is. Kyubey can't reach her there. And if she can use Midchildan magic, she has no reason to become a Magical Girl."

"You don't know Madoka..."

Even as she said that, Homura knew that her own words could be used against her. Sayaka Miki would _always_ contract, for that stupid, pointless boy. But Madoka...she very rarely made a wish for the sake of the wish. She almost _always_ , after Homura had eliminated that cat from the equation, made her wish _to become a Magical Girl._ It wasn't because she wanted to live like Mami. Or a wish to make her life better like Kyoko. Or a wish to help someone, like Sayaka. Madoka's wishes almost always came down to one thing.

She had seen her friends hurt and fall, and wanted to fix things. Which in her mind, meant making a wish to become a Magical Girl and help fight.

 _Madoka...if given the option for a new type of magic,_ would _she still turn to Kyubey in the end?_

Much as Homura _desperately_ wanted to deny that fact, she couldn't. Madoka, if she didn't have to make a wish, just wouldn't. Her life was fine as it was, and unless something happened to her family that necessitated a wish, she wouldn't make it. Not if she had a way to fight by her friend's side, and help them. Homura knew that, as well as she knew _everything_ about Madoka Kaname.

"Take me to her."

As such, she warily lowered her weapon, forcing her emotions back under her mask. She hated the idea of Madoka with any type of magic. But if it had to happen- and Homura knew she couldn't stop the pinkette once she set her mind on something -then it was better it was a type that wouldn't hurt her. And that was another reason to see Madoka...to make sure her learning this magic wouldn't hurt her.

Fate just nodded, "I can take us to her. This may be a bit uncomfortable though."

"Wha..."

Before Homura could finish, brilliant yellow lightning flashed around her. She could feel the ionization in the air, but there was no pain where there should have been some. Just blinding yellow light...that left nothing behind in the alley they had been in.

 _-0-0-0-0-0-0-0-0-0-0-0-_

When the time-traveler's vision cleared, she found herself standing in a metal hallway. She had been aboard warships before in her ever-continuing quest to find weapons that could hurt Walpurgisnacht. And as such, the girl could recognize a ship when she saw one. Fate had...teleported her, somewhere. And some _how_. Homura had never once seen teleporation magic, which made this yet another indicator that the magic she was seeing was not from Kyubey. Not to mention the very fact she seemed to be on a ship of some sort...corroborated the 'Bureau' that Fate claimed to work for.

While still absorbing this information, Homura was suddenly caught off-guard...as a pink blur hugged her tightly. Stiffening in shock, her eyes slowly trailed down and saw a familiar sight. Madoka was clinging to her, a wide grin on her face. Blinking slowly, Homura tried to pull away. The movement made Madoka blush, though her grin didn't fade as she let go of the taller girl. If anything, it grew _wider._

"Did you come to learn too Homura-chan?" Madoka asked breathlessly, looking up curiously.

"No," the time-traveler replied shortly, before concern overrode her frustration, "Are you okay Madoka? You haven't been hurt?"

Her friend tilted her head, the grin lessening slightly, "Why would I have been hurt Homura-chan? Nanoha-chan is just training me!"

"Trying to," the girl in question spoke up, a smile on her own face, "you couldn't wait for her to get back, could you Homura-chan?"

After asking that, Nanoha turned curious blue eyes on her best friend. Fate just shrugged in reply, a small smile crossing her face.

"She didn't give me much choice Nanoha," the blonde replied.

"Homura-chan?" Madoka asked her friend, a slightly worried tone to her voice.

The Magical Girl didn't show any outward reaction, beyond a slight twist around her eyes, "I did what I had to do. I had to know you were okay Madoka."

"You don't have to worry about me!" the pinkette replied, pumping her fist excitedly, "I'm perfectly fine Homura-chan!"

While it looked like the taller girl didn't believe her, the question on Homura's lips would have to wait. Because Nanoha stepped forward, sending Homura an appraising look. That expression on her normally easygoing face got the Magical Girl to focus entirely on her. The brunette nodded when she saw that focus, gesturing to a side room. With a look back at Madoka- _she seems okay..._ -Homura followed Nanoha, determined to get some answers. If she had been the one 'training' Madoka, it would give her some idea of what to work with.

And she wasn't as familiar with this girl, as she was with Fate Testarossa. Nanoha had been spending more time with Mami and Madoka, than with her. And that meant Homura needed to gauge her once again. Make sure that if she was going to training Madoka, that she wasn't going to hurt her one and only friend. Homura knew very well how powerful Nanoha was...after she had one-shot a Witch. But that did _not_ mean she wasn't going to figure out a way to kill her if she hurt Madoka.

 _No one_ hurt Madoka.

 _-0-0-0-0-0-0-0-0-0-0-0-0-0-_

"Homura-chan," Nanoha began, once the door behind them both had shut, "you know a lot about Madoka, and care a lot about her. Did you know how powerful she is?"

"Yes," Homura shortly replied, even as she felt a stab in her heart. Oh yes...she knew _exactly_ how powerful Madoka- and Kriemhild Gretchen -was. More than she ever wanted to know.

"She's more powerful than anyone I've ever trained," here, Nanoha's smile turned a bit nostalgic, "Not that I've trained many people, not yet. But Madoka...she is strong enough to destroy one of our normal devices."

To prove that point, the girl pulled out a staff that had been leaning against the wall. A burnt and partially melted staff, that barely resembled the ones that Homura was familiar with. Even so, she _could_ recognize it as the same type of weapon that Nanoha herself used. Or at least a similar model. And if Madoka had done that...it was another point against her becoming a Magical Girl. Homura had her own reasons for avoiding it...but if anyone found out just _what_ her Witch could do...she shuddered. The last time that had happened was Oriko, and she preferred to not think of that timeline.

Homura had yet to see anything from the TSAB that indicated they would kill Madoka in the same way. But they now knew how powerful she was. And if they knew how powerful the girl was, they could extrapolate how powerful her _Witch_ would be. The Magical Girl could only hope that knowledge would give them added incentive to keep Madoka far away from Kyubey, but not kill her.

"I knew she was that powerful," Homura flicked her hair, knowing that lying right now would be pointless, "And as I've told you how powerful Witches are..."

Nanoha's smile faded away, replaced by a scowl that looked entirely out of place on her face.

"I already thought about that Homura-chan. Lindy-san said the same...if Madoka is this powerful with our magic, then we can't ever allow her to make a contract. Her Witch would be something _I'm_ not confident in fighting."

Now, Homura didn't know Nanoha overly well. If she had, she would know just how _bad_ a statement like that coming from Nanoha Takamachi was. This was a girl who redefined determination against all odds. A girl who had fought an entity capable of destroying a planet, albeit slowly in the form of the Book of Darkness. For _her_ to admit that Madoka's potential Witch was on another level entirely...

Well, it said something about the situation.

"I've fought something that strong before," Nanoha ended up explaining, remembered pain flashing through her eyes, as Reinforce was still a touchy subject, "the Book of Darkness, strong enough to destroy a planet given enough time. I needed help from all my friends and the _Arthra_ to win that fight, Homura-chan."

"Madoka's Witch has the same power," Homura's eyes conveyed pain on an entirely different level, "Ten days, and the world is absorbed into her barrier. She may well be stronger now."

The Mage frowned, _"Now?_ What do you mean Homura-chan?"

All the dark-haired girl did was shake her head, "Unimportant. You are training Madoka, in the interest of keeping her from contracting, correct?"

"Partially. I'm doing this because Madoka-chan _asked_ me to. Lindy-san ordered me to continue after we tested her though."

Homura nodded, "If that is the case, I request you allow me to help."

If the look of shock on her face was any indication, Nanoha hadn't expected that question. Homura hardly cared though, since she would have asked regardless. She knew Madoka well enough to know she wasn't going to give up on this, no matter what she said. And at the same time, she knew that if _she_ helped Madoka, it would make her feel significantly better. The sooner Madoka reached the point where she could fight with Midchildan magic properly, the less danger she was in from Kyubey. If anything, this may work to Homura's advantage in the long run.

She _despised_ the idea of Madoka in any danger. But if she had this power...the power that Nanoha had demonstrated so easily...then things may work out. No Witch short of Walpurgisnacht would be able to even touch her. Madoka would never have to worry about Witches again. And if Homura could learn this magic herself, it may finally give her the trump card she needed to win _her_ fight. And, if nothing else...Homura Akemi was _always_ looking for a new way to defeat her eternal foe.

 _And, this gives me a way to judge the Bureau. Find if they will help against the Incubators._

"You..." Nanoha smiled, as she shook her head, "You care about Madoka-chan just as much as I care about Fate-chan, don't you?"

"More than you could ever know," Homura replied.

"I can believe that," the smile turned into a teasing grin, "But you can't help train her if you can't use our magic either Homura-chan. And I don't think a Device will work when you have that Soul Gem."

Looking down at her finger, the teenager found that point hard to deny, "Perhaps, but I _must_ be present at the least. I don't trust you, and I _have_ to ensure Madoka's safety."

"You don't have to worry about her at all," the Mage smiled again, "But if you want, I'm sure you can stay too. We might be able to test if you can use our magic...maybe figure out how your Soul Gem works. It'd make it easier to fix whatever makes you turn into a Witch!"

Homura sighed softly, "I still very much doubt you can fix that."

"Maybe, but we're not going to give up either. I'm sure Fate-chan told you already Homura-chan, but we _won't_ let you die. No matter what it takes, we'll fix things for you and the other Magical Girls!"

The raw determination in Nanoha's voice made Homura's heart clench slightly. She looked and sounded _so much_ like Madoka at that moment it hurt. Madoka would have the same naive determination to fix the unfixable. Save the doomed. Homura had long ago accepted her fate. She knew that her time with Madoka was always going to be limited...either the magic sustaining her heart would give out, or she would reach the point where cleansing her Gem wasn't enough. Homura would then kill herself, to spare Madoka the pain.

She would hate leaving this world and the one friend she had, with all her being. But she would _not_ put her friend in danger. Better to end it all, than live to see through twisted eyes as she destroyed everything she cherished.

 _Focus. Focus._

It wouldn't do to focus on her own fate. Concentrate on saving Madoka. Let Nanoha and her people believe they could fix something that had been ruining the lives of girls for centuries. Homura knew they would fail, barring a miracle...and she no longer believed in miracles. Not anymore.

Far better to focus on what she _could_ solve.

"So you say, but I've learned not to believe in promises," Homura turned to the door, "Is there anything else? If possible, I would like to try your magic myself before Madoka learns anymore."

"No, there's nothing else," Nanoha began, before her eyes lost focus. The tell-tale sign of mental conversation, "Actually, I think someone wants to talk to you. Kyoko Sakura?"

Homura stiffened, turning sharp violet eyes on Nanoha, "How do you know that name?"

"I didn't," the Mage replied with a helpless shrug, "Chrono-kun just brought her in from...Kazamino?"

"That is where she lives. Why would he have been there?"

A knock on the door preceded Fate opening it, "Because we're trying to contact other Magical Girls, according to Mother. Nanoha? Chrono's bringing her this way."

"Oh."

Homura didn't know how to react to this news. Them meeting other Magical Girls...that was not a good idea. They only had herself and Mami as examp...well, and Kyoko now too. Not by any means indicative of most Girls. Kyoko was harsh and unrepentant of what she had to do, but she wasn't _evil_ by any definition. Some Magical Girls...flat out were. There were girls who would purposely feed humans to Familiars for the resulting Seeds. There were ones who would heard Witches, in the interest of using them. There were even girls who found out the truth...and would use that knowledge to turn _other_ _Magical Girls_ into Witches.

The TSAB had no idea what they were getting into, if they were going to do this.

But...

"I can walk on my own! Jesus Christ, stop pushin me!"

For now, the problem was a certain fiery redhead.

"I can't have you wandering around the _Arthra_ , Miss Sakura," a male voice replied. Presumably, that was Chrono.

"Like I have a _reason_ ta go wandering off. Now, where's this girl who told you about Witches?"

Homura walked out into the hall, "Here."

Kyoko's eyes narrowed, as she broke away from the tall man by her side. The crimson pools were raging with suppressed anger, as she stomped up to Homura. And even with that, Kyoko managed to give an appraising look, sizing Homura up as much as an animal trapped with another. Homura didn't flinch...she was more than familiar with this side of the redhead.

"So you're the one?" she bit out, glare not letting up slightly, "Don't look that impressive ta me. Now, tell me somethin... _how the hell_ did you come up with this?"

"I didn't," Homura replied, completely unconcerned with the angry girl in front of her, "I saw...my..."

Even now, it was difficult to talk about this. Madoka...precious Madoka...had been the first person she had ever seen transform. It was a memory she didn't like revisiting, to say the least.

"I saw my best friend become a Witch, right in front of me," the girl finished, "Kyubey confirmed it later. All you have to do is _ask him_ yourself. He claims that it isn't a secret, just that girls never ask the right questions."

Kyoko snorted, though it wasn't in amusement, "Yeah, that sounds like the rat. He doesn't tell ya the consequences of your Wishes either."

"That I am very familiar with."

"Hmm. Maybe we could work together then? We both have reason to want the rat dead, don't we?"

All Homura could do was shake her head, "Pointless. Kyubey cannot _die_. He merely replaces his body if it is killed."

And if there were a way to kill him permanently, Homura would have jumped on it in a heartbeat. She hated that monster with a passion that even her mask couldn't hide. And if she could keep him dead and gone where he couldn't hurt Madoka...she would have done it, long, long ago. But she couldn't, and there was no point in dragging Kyoko on a pointless hunt. She needed her aid for Walpurgisnacht, not for hunting Kyubey. That would only ruin any chances of reconciling her with Mami Tomoe, or her befriending Sayaka Miki.

The only ways to keep those two girls alive.

"Damn it," Kyoko groaned, "'Course it wouldn't be that easy. Well, if you ain't bringin me here to help with that, why did I get dragged up here?"

Chrono coughed, stepping forward at that, "Because, we need your help. The more different Magical Girls we can observe, the quicker we can fix your Soul Gems."

"Huh," the redhead nodded, "Makes sense. Ah, what the hell...I can't leave here alone anyway, might as well get somethin out of it. So, Homerun? You helpin them with this?"

"Yes."

Kyoko nodded, "Then I'll do it too. Just get me a few Grief Seeds for this...I don't work for free."

Despite herself, Homura felt a spark of hope in her chest. This was the easiest she had ever recruited Kyoko...if she could do the same with Mami and Sayaka...they may just have a chance at winning this time. Especially with Nanoha and Fate to help. And Chrono as well, if he had been strong enough to overpower the redhead.

 _Perhaps, we can finally win._

* * *

 **AN: Apologies again everyone...this one fought me. Couple that with a very busy last week, and I barely had time to work on this. But it's up now, and I hope everyone likes it!**

 **Since we had _23_ reviews (THANK YOU!) I'm going to just answer the questions here, in the interest of saving time- I have to get up in seven-ish hours for class after all.**

 **Reviews:**

 **D K N:** I would hope not. Presently, I'm still aiming for weekly...and failing that, two weeks. If it slips to a month, I'm doing something wrong.

 **Aceina:** That's something I try to avoid actually. But remember...this isn't Madokami, but she's getting up there. And Nanoha is _not_ the strongest in pure magic in her own series either...that's Hayate and full-power Vivio.

 **EXpertUS:** Chrono was bluffing to some extent, really. Though her assaulting him was enough reason, in its own right.

 **korrd:** Yes, at this point Nanoha has the distinct edge in skill. That isn't going to go away, no matter how strong Madoka is.

 **Seeker of Light:** I have plans for the Gems, I can say that much. Anymore would be spoiler territory though.

 **Seeker of Truth:** Oriko...maybe. That's up in the air right now.

 **AN: Thank you again to everyone who reviewed! It makes me _very_ happy to see this much interest!**

 **Hopefully we can keep it up!**


	10. Investigation

**AN: Well, this took longer than expected. Fun to write, but this one was a _pain_. Hopefully it at least turned out well!  
**

 **I should note that we don't have any of the _main_ cast in this chapter. The biggest characters we have are Yuuno and Arf. Just a heads up.**

* * *

 **Chapter 10: Investigation**

"You sure about this?"

"Absolutely. Our information on the Incubators is Belkan, so our best bet at finding more..."

"Is the Saint Church."

Yuuno Scrya nodded, pushing his glasses slightly up his nose, "Exactly. If there is anything Belkan that isn't in the Infinity Library, they probably have it."

"Makes sense," Arf shrugged slightly, "But wouldn't the TSAB be annoyed we brought in outside help? I mean, they are a bit pushy with their investigations."

"No, it won't be a problem," the younger-appearing teen laughed, "The Saint Church is almost an offshoot of the TSAB, at least when it comes to investigations. They're independent of the hierarchy, but they're allies at the same time. It's really interesting actually..."

"Yo, I think I've got it."

"Heh," Yuuno had the grace to blush slightly, before he squared his shoulders as they reached the bridge leading into the large church. Allies of the TSAB or not, the Saint Church was still a religious organization.

Which would explain to the casual observer why the pair was dressed in heavy robes, covering their more normal clothing. Arf had been picking at that robe the entire time, finding it very constricting on her tail and ears. But while the Church was friendly, they did draw a line at bringing obvious TSAB business into their property. If a member of the Bureau visited, they had to do it in the guise of a pilgrim, at least until they met the Knight in charge of the specific congregation. Luckily for the Mage and Familiar, this particular one was held by a friend of Hayate.

Almost an adoptive sister actually...which made meeting with her a lot easier than it might otherwise have been. It certainly made it easier to get past the more junior Knights guarding the entrance, who just nodded at the pair before waving them forward. A Sister of the Church took over once they had actually entered the building, directing them through the winding halls. It was only when they reached a large, windowed room that they were left alone.

Or, as alone as they could be with another woman sitting at a table, calmly sipping tea.

"Welcome to the Saint Church," the blonde looked up from her tea, smiling softly, "You requested a meeting, Librarian Scrya?"

"Yes I did Knight Carim," Yuuno replied, taking off the heavy robe as he moved to sit next to the older woman.

Well, 'older' insofar as being around Chrono's age.

"Hmm," Carim nodded slightly, setting her cup down, "What about? I'm not aware of any ongoing investigations that need our support."

In response, Arf pulled out the book she had been carrying. Carim raised an elegant eyebrow, gently taking the book from the Familiar. She recognized how old it was, and knew better than to risk damaging a priceless artifact. After all, the Head Librarian of the Infinity Library wouldn't bring her a _normal_ book. If he brought this, it had some level of historical- probably Belkan -importance. The Saint Church _did_ hold more strictly Belkan records than the Library, if only because it was a particular mission of their's to gather these records.

"A Belkan journal?" the Knight whispered softly, as she opened the book and starting scanning it, "Ancient Belkan, predating the Unification Wars. Librarian Scrya, where did you come across this?"

"In the Library," Yuuno answered, "I couldn't find much more on the subject there though, which is why we came to you Knight Carim. Turn to page fifty."

The elegant eyebrow climbed higher, "Is this something I should know of?"

"I'm hoping you do."

Carim hummed softly, but did as asked. Only for her hands to go white, her pretty blue eyes widening ever so slightly. The Knight's composure was gone, as she set the book down. She turned those blue eyes back on Yuuno, searching for something in his own eyes. He stared right back, a suspicion confirmed. The Saint Church _did_ know of the Incubators. Why they hadn't told the TSAB was the question...and hopefully, he could get an answer. Nanoha might be in danger, and he didn't want to see his oldest friend hurt.

"I'm guessing you know something?" of course, it was Arf who broke the silence.

"Yes," the Knight slowly nodded, regaining some measure of composure, "Every Knight is required to know of the Incubators, should they ever infiltrate a world with a Saint Church. I never anticipated having to use that knowledge, though. Why did you bring me this?"

"Because we've found Incubators," Yuuno replied, "I found that book, and assume that if anyone would know anything about them...it would be the experts of Belkan history."

The Knight nodded again, "You would be right. We don't have a lot of information I'm afraid, as the records that survived the Unification Wars are scarce at best, especially in regards to dimensional exploration. What we _do_ have..."

She trailed off, a worried look taking over her face.

"You have to understand, while every Knight _must_ know of the Incubators, it's considered a myth. The knowledge that the Book of Darkness turned out to not be a myth is the primary reason we are still taught this knowledge, though none of us ever believed it would be needed. Are you _certain_ that you have found Incubators?"

Yuuno nodded himself, though he wished he didn't have to, "Yes. The data sent matches that book exactly."

A sigh answered that statement, as Carim got to her feet. She walked over to her desk, tapping the communication systems. Yunno couldn't see the face of the person she was talking to, but on the other hand, he could clearly _hear_ her talking.

"Sister, please bring all the information we have on the Incubators to my office."

 _"Of course Knight Carim. May I ask why?"_

"We may have a problem."

 _"I...see. I'll have it to you as soon as possible."_

"Thank you."

Sighing softly again, the Knight returned to the table. She didn't continue the conversation though, seemingly lost in thought. That, perhaps more than anything, worried Yuuno more. Clearly, there was more here than he had thought. Which was worrying in its own way, as what they had seen so far- unconfirmed though it may have been -wasn't exactly cheery. An unknown system of magic, used by an unknown race, to entrap young girls. Turning them into monsters, that they were tricked into fighting to continue the cycle. A cycle that may not even need _to_ continue.

It was true that the only information the TSAB had was conjecture at this point. Homura Akemi may, or may not, be telling the truth. Though Nanoha and Fate were quite convinced that she was. That journal was scarce, and couldn't be used to confirm the situation all on its own. Hence, the reason he was here.

But even so...

 _I hadn't expected_ this _kind of reaction. Just what type of information does the Saint Church have?_

 _-0-0-0-0-0-0-0-0-0-0-_

As it would turn out, more than Yuuno could have expected. Several datapads were laid out in front of him, getting a raised eyebrow from Arf. Yuuno shrugged in return, as Carim picked up one of the 'pads, seemingly at random. However, when she transferred the data to a more convenient holo-projector, it became rather clear she _had not_ picked one at random. In point of fact, the one she had picked held the image of an Incubator, just as the one in the book.

"Incubators," Carim spoke softly, "what we know of them is all from before the Unification Wars, and unfortunately, unconfirmed as we don't know the exact universe the records talk about."

The image changed to a...

"Soul Gem," Yuuno blinked slowly.

Carim nodded, "Yes. I see you're familiar with them?"

"Not personally, but what I've seen of the data from Earth..."

"Ah, Earth. I shouldn't be surprised it is there that you found Incubators, considering that planet seems to be quite a magnet for strange occurrences," the Knight smiled wanly, "Hayate will need to be informed of this, you understand that correct?"

"Of course."

Bringing in Hayate Yagami wasn't a question of _if_ but _when_. Her and the Wolkenritter were far too useful to not bring in, even if it weren't for the fact her homeworld was the one merged with another dimension, full of dangerous monsters. The only reason they _hadn't_ been brought in yet, was because they were on a different mission at the moment. And that not one of them was...helpful...in the current situation. The group on Earth didn't need massive firepower, and while Hayate herself was friendly and good at working with others, the same couldn't be said of her Knights outside _maybe_ Shamal.

"In any case, yes this is a Soul Gem. More specifically, one of a Belkan Noble who chronicled her experiences as a 'Magical Girl'. I believe she may be related to, or the subject of, the journal you found," Carim continued, "However, the chronicle changes to a different handwriting style, one I believe to be her brother."

"Why would it..." Arf began, before wincing softly, "Oh no..."

The Knight sighed softly, "So you know that as well? Yes, it changed to the different author because the girl herself succumbed to her despair and became a Witch. Whoever took over had to kill her, and that is where the warning to watch the Incubators originates."

"The warning that you still enforce?" Yuuno clarified.

"Exactly that," the blonde nodded back, "it is the main reason that we consider the Incubators a threat, despite their mythical status. A status that it appears is no longer valid."

Yuuno frowned, "This does confirm the data I was sent. Is there anything else you can show me?"

"Plenty," Carim nodded, "However, I have a request. Please, allow the Saint Church to coordinate in this investigation. If the Incubators are truly real...it is our duty to help."

That was a simple request to make, and one that Yuuno could agree with. He had experience in wanting to do something himself, because he considered it his fault. The Jewel Seed Case was something he would not easily forget, after all. And if the Saint Church had really been putting this much effort into preserving information about the Incubators, they were probably the best option to help deal with them. That being said...

"I can ask Admiral Lindy," the librarian replied, "But how would you help?"

Carim smiled slightly, "I would personally suggest a Knight join the investigation at Earth. Beyond that, I would contact Hayate and send Sisters to her vessel. If we have found the Incubators home dimension, it stands to reason we can find their homeworld."

"Homeworld..."

"Yes. I am not a member of the TSAB, so I can't claim to understand military matters in the same way they do. However, if Hayate can find their homeworld, it would be possible to contact them directly."

"And figure out their reasoning?"

"Exactly."

 _Well, it does make sense. We don't know exactly why they're doing what they are, aside from what Homura Akemi explained. Maybe if we can find their homeworld, we can talk with their leadership? It's possible that Kyubey is operating alone._

Not _likely_ that was the case, of course. But it was also a distinct possibility that couldn't be overlooked. And finding the Incubators homeworld had more uses than just that. Though Yuuno didn't like to think about it, it would also give the TSAB an edge in any potential conflict. A conflict that was quite likely, if the Incubators refused to change their actions. Farming sentient beings like they evidently were...that was bad enough. Doing it on a world with no defense against magical attacks like Earth... _that_ would get the attention of the TSAB leadership like nothing else would.

Which was _not_ a good thing, for many reasons.

"I'll contact Fate," Arf finally spoke up with a small smile, "She can ask Admiral Lindy about working together. You two look over that stuff, I'd just get in the way."

"Thank you," Carim nodded thankfully.

"Yeah, thanks Arf."

The Familiar just grinned back, before moving into the hallway to contact her master. For their parts, Yuuno and Carim began to look through the archives of the Saint Church. Anything and everything on the Incubators had a potential use...

And if it came to a conflict, the TSAB needed any edge they could get, no matter how out of date.

* * *

 **Earth**

* * *

In that regard, a similar investigation was taking place on Earth itself. Two TSAB mages were moving silently through dark streets, in a city called London. Britain had been the second target for investigation after Japan, if only because- former -Admiral Gil Graham was from that nation. Operating on the assumption that this was similar to the _old_ Earth, and by extension, would have similar magical spread...meant that it was a forgone conclusion that this nation would be second. However, most of the _Arthra's_ resources were still focused in Japan. The two mages in London were the _only_ ones in Britain.

Cruiser or no, the _Arthra_ was still a relatively small ship, and did not carry many mages.

"Anything?"

"Nothing yet sir."

The elder mage, a man named Erid, sighed softly, "Understood. Keep looking."

Twenty years in the Bureau, and he had never been involved in something quite like this. Searching a planet that shouldn't have any mages, and searching for girls young enough to be his daughter on top of that. The situation was surreal, even by the Bureau's standards. But he was loyal to Admiral Lindy, and would follow her orders to the letter, no matter what they were. As only a C-rank mage, he considered it the highest honor that she trusted him enough for this mission anyway. Experience could only carry one so far, when they were as weak as he was.

Either way, it had little bearing on his current problem.

"Finding these Magical Girls is not easy," Erid muttered under his breath, "We don't know what to look for, and they don't like being found either."

"You say something?"

"No."

 _I don't like this. We know next to nothing, going in blind like this..._

Veteran or no, Erid was far from comfortable going into a situation with so little intel. They only knew to look for young girls, nothing more. Because _apparently_ their powers were so wildly variable that trying to predict it would be pointless. Nothing like Midchildan magic.

"We haven't even seen a Witch yet," his gossipy partner continued.

"We wouldn't, not outside a barrier."

"I know that, but still. There's nothing here but normal humans."

Erid sighed heavily, "And that isn't unexpected. Have some patience, no investigation goes quickly."

"I'm plenty patient. But _this_ is a waste of time."

It was hard to disagree with that, it really was. Erid knew that scans from the _Arthra_ said there _were_ Magical Girls in London. Somewhere. The problem was, for Earth, this was a _very_ large city. Mitakihara was hardly small by any definition, but London was quite a good deal larger. It made it difficult to track down anyone in that city, even with the sensor readings as guide posts. Chrono's experience with Kyoko made it clear how hard it could be to find a Magical Girl if she didn't want to be found.

It was even possible that the _Mages_ were the ones being stalked. After all, they were on the turf of the girls who considered London home. It would be surprising if at least one of them hadn't found them yet.

" _Arthra_ ," as such, the veteran Mage contacted his mothership, "Are there any magical signatures near to my position?"

 _"Checking..."_ Amy's voice replied, _"One Familiar-level barrier within 100 meters."_

"Roger."

Cutting the line, Erid nodded to his partner. The younger man nodded back, hand already clutching the standby form of his Storage Device. Erid did the same, though the wear and tear on his spoke to long use. Both men had similar weaponry though, standard-issue to an extreme. It would be more than sufficient for a single Familiar, if their intelligence on those creatures from Chrono and Kyoko Sakura was accurate. They were only as dangerous as a small-scale criminal, and in some cases, even less so.

Not all Witches were created equal, nor were their familiars.

Though on the other hand...the idea that a Familiar could become a copy of a Witch made the Incubators system even more terrifying, if the intel was accurate. Because instead of relying entirely on fallen Magical Girls, it could self-sustain itself on 'grown up' Familiars. Or even worse...grow horribly out of control, if enough of them got loose and ate enough humans. Not a fun prospect.

 _Then, that's why our standing orders are to deal with any Familiars we come across as well. We can't let them run free like this._

"Another alley?" his partner broke into the Mage's train of thought, looking down a dark alleyway.

Erid hummed softly, "According to our intelligence, Familiars and Witches use places like this. They prefer to hide in out of the way areas, and use that to their advantage."

"Makes them harder to find, that's for sure."

"Exactly the point."

The other man rolled his eyes, "Understood sir."

"..." Erid just sighed in response, before moving into the alley. His Device now in its ready form, the veteran cast a small spell to provide more lighting, revealing a...fairly standard alley.

Trash and other objects littered the area, but there wasn't any sign of magic.

"Are we sure it's here?" the younger Mage asked.

"It should be. Stay close to me."

Erid and his partner moved forward slowly, carefully stepping over things in their way. Both men were on guard, ready for anything that could possibly attack them. However...what they were _not_ ready for, was the nature of a Familiar's Labyrinth. For there was no warning pulse of magic. No complex sigil covering a tear in reality. All there was...was a sudden change in scenery.

 _-0-0-0-0-0-0-0-0-0-_

"What just happened?!"

"Labyrinth. Just like Captain Harlaown reported..."

"I thought there was supposed to be some sort of barrier first?"

The veteran Mage shook his head, "Witches yes, but the report said that there was no indication of entering the Familiar's Labyrinth, beyond it happening."

"Right..."

Both Mages closed in, walking back to back. Sharp eyes scanned their surroundings, watching for any sign of the Familiar. If past experience- from Homura Akemi, Kyoko Sakura, _and_ Chrono Harlaown -was any indication, it would attack them directly. There would be no stealth or tricks, just the Familiar attacking directly. Not that there was much room for stealth in this environment. A child's playroom, toys stacked up to the roofs. Crude drawings plastered into the wall. A dripping liquid, sickly like blood. Whatever else was true about these monsters that used to be young girls...

Their despair took on forms that would make even the most veteran of Mages wince. Erid was clutching his staff tightly, fighting down emotions of pure disgust. No matter what he may personally feel about Kyubey, this was...wrong. Knowing that this was the mental creation of a ruined girl, just made it all the more worse. And even then, it was a _Familiar_...even more childish than the Witch itself.

 _This is unnatural. We have to figure out how to end it._

Unfortunately, the Familiar was the least of the Mage's issues.

"Damn it, I was hoping I'd get some stupid kids or something. Not a pair of idiots walking with fancy staffs."

That voice was one of a young girl, not a mindless monster. Which could only mean...

"A Magical Girl?" Erid muttered, "What is she doing in..."

"Sir!"

The Labyrinth began collapsing, without any sign of the Familiar. Instead, the form of a teenage girl walked forward. Older than any other Magical Girl that the _Artha_ crew had encountered, the brown haired girl was probably sixteen at the youngest. Grey eyes watched the Mages, undisguised annoyance clear on her otherwise pretty face. The girl held a rapier at her side, short green skirt doing little to cover the weapon. Her equally green shirt only covered her torso, leaving toned arms exposed for maximum agility.

This was clearly a fighter, just like the other Magical Girls.

"Alright, who the bloody _hell_ are you two?" the girl asked, her London accent thick, "You weren't kissed, so how did you even find that Labyrinth? And do you _know_ how much trouble it is to use a Familiar as bait?!"

Perhaps more hotheaded than his senior, the younger Mage jumped forward at that, "Bait?!"

"Oh, did I say that out loud?" the girl taunted back, "Look, it's a damn sight more efficient to use Familiars as bait. It's a win-win! Either it eats people and I get the Grief Seed from the Witch, or one of those bleeding heart idiots shows up, and I steal _her_ Seeds. And kill her, because it's just rude to hunt on _my_ turf."

"So you deliberately feed Familiars?" Erid asked calmly.

"Give the man a medal. What, you going to do something about it old man? I don't even know how you can bloody see that Familiar's maze or know about the things, since you're not staring at me like I'm crazy. But I don't give a damn either."

As she said that, the girl brought her rapier up, pointing directly at the Mages.

"Because I'm going to kill both of you, since I can't have you spreading the word about me. I haven't lived this long being stupid!"

Nothing more was said, as the girl flashed forward faster than any human body should have been capable of. Erid's hand came up, a purple Round Shield springing to life in front of him. The screech of metal on magic hit his ears, as sparks flew from the point of impact. Gritting his teeth, the veteran Mage pushed his power into strengthening his shield, even as he felt it cracking under the strain of the Magical Girl's attack.

"Sir!" his partner shouted out, "Move! Shoot Barret!"

Deep blue bolts of light shot from the staff of the younger man, forcing the Magical Girl to break off her attack, and roll to the ground to dodge them. Erid took in a breath of air, jumping back slightly to put more distance between himself and the girl. She was _fast_...and his experience meant nothing when Midchildan magic was not designed for close quarters combat.

"Lightning Flash," Erid whispered, purple light shooting from the tip of his Device.

Crackling through the air, the purple electricity narrowly missed the Magical Girl, who backflipped away from it.

"Bloody hell," she grunted upon landing, "Never seen this before...Magical Boys..."

Muttering what sounded like obscenities under her breath, the rapier came back up. Except this time, it was aimed at the younger Mage, who had been trying to set up another angle for a Barret.

"Try this!"

A whip of light flew out from the tip of the weapon, wrapping around the Mage's Device. Shocked eyes followed the whip to its source, the smugly grinning Magical Girl. She tugged on the Device, very nearly pulling it right out of the shocked rookie's hands. Only instincts earned through years of training kept him from losing his grip, and even then the Mage fell tumbling to the ground. Dismissing the whip, the girl turned back to Erid, ducking beneath a magical bullet.

The purple attack hit the wall behind her, creating a decently large dent, but nothing on what a more powerful Mage could have done. Erid didn't note that, as he slowly circled the girl, thankful that this alleyway was surprisingly large. His eyes followed her every movement, while his partner struggled to get back to his feet. For her part, the Magical Girl just smirked at him, looking like she was enjoying the fight.

 _She's fast. And that whip...if I'm not careful, she can tie us up. Is that how she uses Familiars as bait? Tie them up and wait for someone to come by?_

Shaking those thoughts from his head, the Mage brought his Device up again, already prepared to use another spell.

"Ring Bind!"

Purple light sprung up around the girl's wrists and legs, rapidly shrinking down to capture her. But this girl was not Kyoko Sakura. She had far more experience...and had fought Magical Girls who relied on traps.

"Nice try old man!"

She flashed into motion again, shattering the bonds before they could fully form.

"Watch out!" Erid shouted, as the girl shot at his partner who had finally returned to his feet.

"Ri...right!" the younger man rolled to the side, grunting in pain as a spray of blood shot from his torso.

"Hmph...lucky."

The Magical Girl flicked her blade slightly, crimson blood flying off. Her sharp grey eyes looked on as the younger Mage groaned in pain, not a hint of pity in them. Those eyes were the eyes of a hardened hunter...examining her prey, without any remorse. Erid felt a chill run down his spine at that expression...no teenage girl should have eyes like that. No teenage girl should so casually pull back her arm, lunging forward again.

"Round Shield!" Erid screamed, putting up a barrier between the Magical Girl and his partner.

The younger Mage smiled weakly at his senior, bringing up a hand with a Barret at his fingertip, "Thank...thanks..."

Turning to his foe, the young man forced a pain-filled grin on his face, as she frowned at the barrier holding her Rapier in place.

"Nice try girly. Shoot Barret!"

Erid's barrier dropped for a split-second, to allow the bullet through. If it had been his own magic, there would have been no need. But to let foreign magic through, the barrier had to fall. And fall it did...as a _predatory grin_ crossed the Magical Girl's face.

 _No!_

"Nice try dead man."

Even the veteran Mage had underestimated the girl's raw speed. In the second the barrier was down, her head had twisted almost unnaturally, the blue bullet flying right past her without doing anymore than rustling her hair. Her rapier had continued moving forward even as she twisted, stabbing clean through the shocked Mage's device. With nothing more than a gurgle of pain, the weapon had buried itself to the hilt in the young man's chest. His eyes widened in mixed shock and pain...before fading, as his arms slumped to the ground. The shattered staff fell from limp hands, as the Magical Girl pulled her weapon free.

A look of glee was on her face, as she turned to Erid. The veteran was cursing himself...cursing his stupid failure. He should have known better! He should have _done_ better!

"You're next old man. Shouldn't have underestimated me, bloody fool. Guess you'll not regret it at least."

Erid reacted entirely on instinct. A third barrier was up before his mind caught up to his body, even as he rolled away. He couldn't win this fight. Not alone. He had to get back to the _Arthra_...report on this.

 _Transportation...destination Arthra...focus...focus...focus..._

Sweat gathered on his brow, as the Mage split his mind between holding the Magical Girl back, and forming a teleportation spell. His shield started to crack, even as he felt the familiar magic gathering around his body.

"Almost...th..."

Even as he felt the teleport, sharp pain blossomed from his side. The last thing Erid saw before the flash of purple light took him away was a feral grin on a pretty teenage face...

* * *

 **AN: As above...this was a _hard_ one. I hope I did well!**

 **And, as we can see, TSAB has discovered why talking with Magical Girls outside our main cast is not the greatest idea. Not all of them are so nice...and they'll see the results of that naivety now. Needless to say, things are starting to pick up.**

 **I should note that, moving forward, this story is going to be two concurrent plots...Yuuno and Co. on one end, and the main Nanoha/Madoka casts on the other. Just a heads up.**

 **Reviews:**

 **Drinkie:** Yeah, Chrono isn't _bad_ but Homura's in for a surprise.

 **Nobody Smurf:** Yeah, Walpurgis is not going to have a fun time.

 **pokemon-35055:** Thanks!

 **Aceina:** Well, I hope you enjoyed this chapter too.

 **Kita Nakeshi:** Homura's going to make more and more slip ups as we move forward. She's getting complacent, and it's going to make it harder to hide things.

As far as Kyoko/Mami go, she'll give them an idea of what to expect at least.

 **Nyamu:** To be totally fair, I remember the original series having Nanoha already be AAA rank in raw power. But yeah, her _real_ power comes from Starlight Breaker.

...and yes, if say Madoka/Hayate donated magic, that would be _terrifying_.

 **Guest1:** Here's the update.

 **chaosrin:** ...I don't intend to have Fate do something like that. Not much of a grimdark author really.

 **Seeker of Light:** Well, she lost her chance to warn them. Poor nameless Mage, we hardly knew ye.

(literally)

 **Seeker of Truth:** Kazumi...I'm not likely to use that manga, at least at the moment. Not as familiar with it as I am the main series and Oriko, and some of the stuff in there is just _funky_.

 **Guest2:** Glad you like it!

And yeah, I'm trying to go a different route with this. It'll still get a bit dark at times, though as above, I...can't really do grimdark well.

 **dongaro:** One of my things when writing a crossover is to try and have the worlds complement each other. From a reading perspective, curbstomps can be fun. From a writing perspective...not so much, at least to me.

 **Nintendoman58:** Mami and Sayaka are certainly going to be in for fun times.

I'm still debating Oriko really. Call it 50/50 at this point.

 **AN: Thanks for the reviews everyone! I hope everyone liked this chapter, despite the difference. We'll be back to Nanoha/Homura and friends next chapter.**


	11. Consequences

**AN: Moving right along...  
**

* * *

 **Chapter 11: Consequences**

"Good Madoka-chan! Just like that!"

"Like this?"

"Exactly. You're picking this up fast!"

"Eh heh..."

Madoka Kaname blushed self-consciously, as she lowered her hand. The pink ring of light at her feet slowly faded away, as she smiled softly at Nanoha. The brunette was grinning back at her widely, clapping her hands. Madoka couldn't help the blush on her face when she saw that, not really. She had never really...stood out like this before. After all, it wasn't just Nanoha who was impressed with her. Fate seemed to be quite interested in her skills too, and even Kyoko had been impressed. To say that the teen was unused to being _special_ like this, would be an understatement.

"You are a very fast learner," Fate added, "Not quite as fast as Nanoha, but even so. I'm impressed."

There was _that_ too. Everyone, well everyone but Homura and Kyoko, kept comparing her to Nanoha. Madoka didn't think she was anywhere near as skilled or powerful as her new friend, but she was in the minority there. Nanoha herself had said at several points that the pinkette was more powerful than she was. Madoka had denied that fervently, unable to believe she could be that powerful. It was hard to deny it though, when she was routinely blowing things up in ways that had her blushing in embarrassment.

At least Homura had the same issues, if from different problems.

"Anyway," Nanoha spoke back up, "I think that's enough for today. You should probably get home Madoka-chan, before your parents get worried."

A worried look came over her face at that, "They won't be worried right? I told them I was with a friend..."

The brunette just smiled back, "I don't think they will be, but better safe than sorry right?"

"Right!"

Smile back on her own face, Madoka walked up to her friend and gave her Raising Heart back. The pinkette had been borrowing Nanoha's device, in lieu of frying normal ones every time she tried casting a spell. It was a stopgap measure at best, only until Admiral Lindy could get her hands on a new Intelligent Device. But for training at least, it worked well enough.

"I wonder how Homura-chan's doing," Madoka asked, looking at the other side of their little training area.

Homura Akemi was standing with Chrono Harlaown, both deep in discussion. It was an uphill battle trying to get Homura's magic to work with Midchildan spells. Unlike Madoka, who was able to access her- abnormally large -Linker Core easily enough, the Soul Gem made doing the same with Homura a much more difficult task indeed.

Nanoha just wore a sad smile on her face, "It isn't easy for Homura-chan. I hope we can figure it out though."

"Yeah..." the pinkette's shoulders fell, at the knowledge of what being a Magical Girl really meant.

She couldn't imagine what it must feel like for Homura to know what her fate was. It had only made Madoka all the more determined to learn Midchildan magic herself, so that she could help her friends without them needing to worry about becoming Witches. But it didn't make it any easier for her to think about what she had been told either. She _really_ didn't like to think about what it meant for Sayaka and Mami either. Nothing Madoka said made her friend inclined to turn away from the wish she could be granted, and Homura had made it very clear that telling Mami was a bad idea.

It didn't make Madoka happy to lie to her friends, but when all her _other_ friends were telling her it was a bad idea...she couldn't go against that. Her heart wouldn't let her hurt someone intentionally, even if she absolutely hated lying.

"Come on Madoka-chan, don't worry! We'll figure it out!"

"I know you will!" the pinkette smiled at her friend, happy to see Nanoha's continued support.

"Of course I am. Now let's..."

Before she could finish that sentence, Nanoha stiffened. Fate and Chrono did the same, making Madoka bite her lip in worry. They only did that when communicating mentally, and about something they didn't want her hearing.

 _"Madoka, come to me now,"_ Homura's own mental voice was sharp as ever.

 _"Homura-chan?"_

 _"Please."_

Madoka worriedly walked over to her friend, looking out at the others. Homura's face hadn't changed from its usual expression really, but with her that didn't really mean much. Not with her, considering Homura's expression rarely changed anyway.

"Do you think somethings wrong Homura-chan?" the pinkette asked her friend.

Homura merely nodded, "Yes. What, I'm not sure."

"Is someone hurt?"

"Perhaps."

The lack of emotion in that comment was something Madoka would probably never get used to, when it came to Homura. And it did absolutely nothing to lower her worry, as the TSAB Mages continued to talk mentally. It was only when Nanoha turned to her, that the teenager felt like something was going to be done to make things better. The brunette had a very worried expression on her own face though, so it might not be a good thing. Nanoha rarely looked worried about anything, with good reason. She was...so strong and tough, that Madoka didn't think many things _could_ worry her.

And that was just from barely knowing the other girl. So to say that seeing Nanoha worried was a bad thing, would be an understatement. Even Homura's stance had shifted from her usual ramrod-straight posture, to one leaning forward slightly. That was a clear sign she herself was interested, and not much got her interest enough for that.

"We need to get back to the _Arthra_ , now," Nanoha spoke up, a slight waver to her voice.

"Nanoha-chan?" Madoka asked weakly, "Is something wrong?"

"I..." the mage took a breath, "One of our mages came back hurt. His partner was ki...killed."

Homura immediately stepped forward, "Magical Girls?"

"Yes, in London. Lindy-san said that they tried communicating to call for help, but something blocked it. She's already sent more mages to set up a barrier, but we need to get back so..."

"We can help too," Fate broke in, an entirely serious expression on her own face, "Come on, we need to go."

Chrono had already left, leaving just the girls behind. Madoka knew there wasn't anything _she_ could do to help, even if she didn't like admitting to that. But she wasn't going to keep Homura, Fate and Nanoha here, when _they_ could be helping. So she took the blonde's hand, while her friend took Homura's. There was the now-familiar flashes of pink and yellow light, leaving the training area barren of any life.

* * *

Once aboard the _Artha_ , Nanoha and Fate immediately split off from the other girls. Both mages already had their Barrier Jackets active, as they teleported out once more. Unfortunately, that left Madoka and Homura alone. The pinkette nervously clutched at her skirt, as she looked at the taller- and very well-masked emotionally -girl next to her. Homura still wasn't showing any real outward signs of what she was thinking.

"Homura-chan...why didn't you go with them?" she finally asked.

Madoka knew _she_ wasn't any help. Not until she got a Device of her own, and even then she'd need a lot of training before fighting. And even _then_ her self-confidence issues meant the pinkette thought she wasn't going to be any help even past that point. Homura though, she was so...cool, to borrow Sayaka's terminology. Surely she could help. In the short time Madoka had spent getting to know the mysterious girl, it had become very clear that Homura knew more about Magical Girls than just about anyone. Even Kyoko had been grudgingly impressed at how much knowledge and experience the silent girl had.

"I don't see the point," Homura replied slowly.

"But you know so much..."

"I know nothing about London or any Magical Girls living there," she cut Madoka off, before spinning on her heel, "Come with me. We should find someone to return us to Mitakihara, unless you are confident in your ability to teleport without a Device."

"No..."

She may have been imagining it, but Madoka thought a small smile crossed Homura's face when she had pouted at her lack of ability. If there had been one though, it was gone as soon as it came.

"You're back?"

And she didn't have time to ask about it either. Admiral Lindy was standing in front of the teens now, looking rather haggard. Just like with Nanoha before her...that more than anything had Madoka nervous. Lindy never let herself look like that, not in the short time that Madoka had known the woman. She was always all smiles and good cheer.

"Yes," Homura answered first, "until someone can return us home."

Lindy nodded slowly, "I see. Fate and Nanoha must have already left then."

"They did," Madoka confirmed, "They were really worried..."

A small smile crossed the Admiral's face, "Yes, that does sound like them. I'm glad they're going to help...after what happened..."

Shaking herself, Lindy held out her hands, gesturing the girls to come towards her. Madoka did without any question, as she trusted Lindy a lot by now. Homura was more hesitant, but then, she had the feeling the taller girl didn't trust _anyone_. Herself included.

"Anyway, you two shouldn't worry about that," Lindy smiled softly, clearly trying to keep them calm, "I can take you two back myself. Come to think of it..."

Here, Lindy tapped her chin as a blue runic circle formed under her feet.

"It is well past time I met a Magical Girl outside you and Kyoko, Homura. Can you introduce me to Miss Tomoe?"

Homura blinked slowly, "A Magical Girl just killed one of your men and wounded another...yet you want to meet another one?"

That was a valid question. Even Madoka could see that much. If someone had hurt Sayaka like that, even she would be hard pressed to want to meet someone like that. And Lindy had no way of knowing what Mami was like, having not met the girl. Kyoko and Homura got along well enough with the TSAB, if only because they seemed to have converging goals. But why would Lindy want to risk meeting Mami in person, after what had happened?

It didn't make a lot of sense really.

"I am aware of that," Lindy's voice grew slightly cold, as she looked at the ground, "that is why we are going to capture that girl and bring her to trial, for killing one of our officers. However that doesn't mean I shouldn't make an effort to meet more Magical Girls, who might be willing to help us. And if what you and Kyoko have said is true..."

"Hm."

Homura didn't make any further argument, merely nodding slightly as Lindy finished her spell, teleporting the two teenage girls for the fourth time that day, counting their first trip to the _Arthra_ and their trip to the training grounds.

 _-0-0-0-0-0-0-0-0-0-0-_

"Hey, Madoka!"

"Sayaka-chan!"

It was only once she had gone to her parents first- Lindy had been quite helpful there -that Madoka had helped her new friend and Nanoha's superior officer find Sayaka. Because where Sayaka was, Mami was probably not far. Though part of her still wondered what Admiral Lindy hoped to do with this meeting. It probably wasn't going to be easy to convince Mami to help them. Madoka hadn't spent a lot of time with the blonde, not like her best friend had. But what time she had spent with Mami showed her being quite close to Kyubey. And while the pinkette couldn't say she understood why Homura hated Kyubey so much, she did know that the TSAB didn't really _trust_ him.

So if Mami was more likely to side with Kyubey over anyone else, why bother meeting with her? There had to be something going over her head here, and she would be the first to admit that. Madoka didn't understand a lot of what Lindy talked about when she got into policy and all that. While she could say she hadn't really thought about where she wanted to go in live, Madoka could certainly say police work wasn't it!

 _But she wants to meet Mami-san. So I should help out since I can't help Nanoha and Fate-chan!"_

"Who's that with you?" Sayaka asked, breaking Madoka from her worried thoughts, "Transfer student? And...who..."

"Lindy Harlaown," the Admiral put on her best smile, despite the fact she had been communicating mentally with her strike team in London the whole time, "Fate's Mother."

Sayaka blinked slowly, "Madoka's dad doesn't look like her, but you _really_ don't look like Fate..."

"I adopted her actually," Lindy replied easily, laughing softly, "She doesn't look like her birth mother either though."

"Huh," the bluenette shrugged, "Well, nice to meet you! Why'd you come here?"

"I was hoping to meet Miss Tomoe actually."

"Really?"

Speak of the Magical Girl and she shall appear. Mami stepped forward with a pair of cups in hand, having been getting drinks for herself and Sayaka. Kyubey was, as ever, perched on her shoulder. Beady red eyes were focused solely on Madoka, even ignoring Lindy, who was staring directly at the bunny-cat. The staring contest might have continued, if it weren't for Mami. She seemed curious about Lindy, not outright hostile, but very curious. Considering the situation...Madoka couldn't blame her for that.

Either way, Lindy turned her smile on Mami, breaking her attention from Kyubey.

"It's nice to meet you Miss Tomoe," Lindy held her hand out.

Mami handed the cups to Sayaka, as Kyubey jumped onto the table behind her, "Nice to meet you as well, Harlaown-san. May I ask why you wanted to meet me?"

"That has to do with _him_ ," the Admiral replied, nodding at Kyubey.

The blonde frowned slightly, "You can see Kyubey?"

"Of course. I am a Mage, just like Fate and Nanoha are."

It was clear from the downturned lips that Mami didn't know how to react to that statement, as she sat down next to her drink.

"You really do use different magic," Mami's frown deepened, "I've never met someone other than a Magical Girl who can see Kyubey. And I don't think _he_ has either..."

"I haven't," the Incubator supplied.

Lindy just smiled slightly, "Our system of magic is nothing like your own, as Madoka could tell you. That's not why I'm here though. I have to know something...are you aware of how other Magical Girls act?"

"What do you mean?" the blonde asked back.

"We are working with Kyoko Sakura now, so we're aware that not all Magical Girls are like Homura or yourself. That being said, one in London attacked two of my mages for no reason. She _killed_ one of them."

Mami sighed softly, leaning back in her seat. The weight of the world seemed to be on her shoulders, golden eyes even more downcast than usual. Madoka felt the strong urge to run over and hug the other girl. Mami just looked so...weary. So _sad_. It was almost like how Homura looked, when she thought no one was watching her. Madoka wondered what it was that had her elder acting like that. Had something happened to _her_ too? She knew that Mami was a veteran Magical Girl and had seen a lot, but even so...

It made Madoka sad to see her like this. But she didn't say anything herself, as Homura put a hand on her shoulder. The silent Magical Girl just shook her head slowly. Madoka's pink eyes looked into her violet ones, asking a silent question. _Why_ shouldn't she help? Homura only shook her head again, nodding at Lindy. This was _her_ show, the gesture said. Let _her_ handle it.

 _I want to help though!_

"Sakura-san..." Mami finally spoke up, "She was my friend, my junior. We had a...disagreement...over how to fight Witches. I haven't talked with her in months, and last I heard she would never work with anyone."

"She said as much," Lindy nodded, a comforting smile on her face, "but she isn't a problem."

"No, Sakura-san wouldn't be one," the blonde sighed weakly, "She may have her problems, but she would never go out of her way to kill someone like that. Not the girl I remember. I assume you want to know how many Magical Girls are like that? I'm aware that most are not like me, however much I don't like that."

Before Lindy could get a word in, Sayaka jumped into the conversation. A worried expression was on her face, as she rubbed her finger along...a Soul Gem Ring. She made her wish then?

 _Oh Sayaka-chan..._

"What are you talking about Mami-san?" the bluenette asked worriedly, "Aren't Magical Girls all fighting Witches? Why would they not be like us?"

Mami placed a hand on Sayaka's, a sad smile crossing her face, "I didn't want to tell you yet Miki-san, not until you were more experienced. But Magical Girls like us...we're the minority. Most of us are more concerned about getting Grief Seeds, and don't care about the method they use. This is not the first time I've heard of one killing random people. Not even close. I try to keep my juniors away from that...I don't want them to be hurt."

Before Sayaka could reply to that, Lindy coughed softly, getting attention back on her instead. An entirely serious expression was on her face, as she looked at Mami.

"To answer your question, yes, I do need to know how common Magical Girls like that are."

After saying that, Lindy turned her head to focus on Kyubey instead. Her blue eyes were focused on his unblinking red ones, as the Incubator absently licked his paw. He seemed entirely unconcerned with what was being said around him, like there wasn't a reason for him to care.

"And I want to know why _you_ don't stop them."

* * *

In London, the situation was- if anything -even more tense. Nanoha held a hand to her mouth, as she struggled to keep her tears from falling. Fate was holding her to her side, as the reserve mages carefully carried their comrade's body to a more secure area. The pool of blood where he had been laying...where he had _died_...was still sitting in the middle of the alley. However, while his body had been left where it had fallen, there was no sign of his device. Or of the Magical Girl who had done this, despite how quick the _Arthra_ had been to respond when Erid had returned, barely conscious and bleeding heavily.

That type of speed...that was more like Fate than either of the girls would like to admit. Homura was the only other person they knew that was that speedy, and she did it in some way that wasn't speed-based magic. This Magical Girl...if what Erid had said before his wound caught up to him was true, she was just _that_ fast. And that was all they knew about her. Not why she did what she did. Not her name or history. Just...

"Fast and heartless," Fate muttered softly.

"How could _anyone_ be like this Fate-chan?" Nanoha asked wearily, looking up at her best friend, "Not even most criminals kill like this...for fun."

"There are always exceptions Nanoha," the blonde squeezed her friend against her, "Even so, this is something else. We have to find her, before she can hurt anyone."

"Right!"

Pulling away, Nanoha wiped her eyes, before the familiar determined expression was on her face. Fate smiled at that, as both of the girls turned away from the depressing sight at the center of the alley. Instead, they walked to where Chrono was talking with a holographic panel, Amy's tired face projected on it.

"I know it's a lot to ask Amy, but do you have _any_ way of finding that girl?" the Enforcer was asking, tapping his foot slightly.

"I'm running the data from Erid's device now Chrono," Amy replied, her voice weary as she looked over her computers, "if he recorded enough, I might be able to narrow down her signature. As long as she isn't hiding in a barrier again."

Chrono sighed softly, "Even if she does, that's at least something to work with. We can hit a barrier and force her out if need be."

"I'd rather not do that," Nanoha spoke up, small smile crossing her face.

"Of course not," Chrono rolled his eyes, "Still, we can't let her escape."

There was no argument there. None of the three mages were particularly familiar with Erid or his unfortunate partner, but that didn't matter. One of their own had been killed for no reason, and that was unforgivable. This wasn't like, say, the Wolkenritter. Even if they _had_ killed a mage- something they avoided -it wouldn't have been _their_ fault. There was no Book of Darkness here though. Just a girl, a sociopath who apparently enjoyed feeding people to familiars and killing those in her way. This was very much outside the mage's comfort zone...but something that needed to be solved.

No matter what it took.

"I think I have something," Amy's voice broke in, "It's faint, but there is a signature matching the data. Moving west from you, at a fast speed."

"How fast?" Chrono was immediately serious again.

"Almost Fate-level."

The blonde in question frowned at that, before looking at her brother. Chrono merely nodded, as Fate flashed into motion. She put everything she had into catching up with the Magical Girl, short of her Sonic Form. She needed to catch up and keep her busy, at least until the others could arrive. Fate knew she could probably beat the girl. She wasn't cocky, but she knew her own skills, and could make a reasonably good assumption on the Magical Girl, based on how Erid had survived. But...she was only _mostly_ sure all the same.

She didn't know if this girl had used all her tricks in that fight.

And without knowing that, Fate couldn't say for sure if she would win. As such, her goal _was_ to _delay_ the Magical Girl. So long as she could hold her in one spot and put up a barrier, Fate would have won. Because Nanoha and Chrono were bound to be right behind her, and together there was nothing short of Reinforce that could handle them. One Magical Girl couldn't possibly beat them.

 _I have to believe that. We_ will _capture her, and bring her to justice for what she did. No one deserves to die like he did._

Pushing herself faster, Fate's sharp eyes noted a form leaping across buildings. Angling her body down, she scythed through the sky, rapidly approaching the distant girl. Who looked over her shoulder, grey eyes widening in shock. Ceasing her jumping, the girl transformed on the spot, bringing up her rapier in time to catch Bardiche's ax form. Sparks flew from the weapons, before the Magical Girl jumped away.

"Bloody hell," she muttered, holding her weapon in a defensive posture, toned arms ready to move at a moments notice, "a flying Magical Girl? I've seen it all now."

"I'm not a Magical Girl," Fate replied, holding her own weapon up, Bardiche's yellow gem flashing slightly, "I am a Mage. And you are under arrest, for attacking and murdering a TSAB agent without provocation."

The other girl's grey eyes narrowed, "Oh, so you worked with those wankers then? Deserved what they got for thinking they could work on my territory. Guess I'll have to kill you too then."

"You won't find that easy," the blonde angled Bardiche forward, "what's your name?"

A feral grin crossed the mystery girl's face, as she pointed her rapier forward, her feet shifting into a ready stance.

"Name's Jane," the newly named girl replied, "and nothing you can do can beat me!"

Nothing more was said, as the girl in green ran forward at the girl in black...

* * *

 **AN: And there we go. Things are moving faster now, to say the least.**

 **Mostly because Lindy got angry enough to give up on waiting to capture Kyubey, to be fair.**

 **Hope everyone enjoyed the chapter!**

 **Reviews:**

 **Takeshi Yamato:** And they aren't going to calm down anytime soon either. Though yeah, Walmartnight is a fair bit away.

 **edboy4926:** Thanks!

 **Impstar:** Ooh...tough one. I'd have to give it to Homura in most cases though. Being really fast against her won't help much, if she knows about the speed and whip. Time-stop is hilariously broken if used well.

 **TrimusicaDrag00n90:** She's not going to have a fun time, that's for sure.

 **Aceina:** Not so much filler, as set up for plots moving forward really.

 **wolfdude16:** Heh. Yeah, Yuuno and Arf are messing around with characters and concepts from Strikers at the moment, so if you hadn't gone past A's it would be unfamiliar.

 **Lone Gundam:** To be fair, they'll still go non-lethal until totally forced to kill. They don't know they've reached that point yet, even now.

 **pokemon-35055:** Thanks!

 **P . H . Wise:** Yeah, I know answering these here is a turn-off for some. I just find it _way_ more convenient than PMs, personally.

But your-mileage-may-vary and all.

 **All Day Tsundere:** Glad you liked it!


	12. Capture

**AN: I'm really sorry this took so long everyone...it didn't quite want to work with me.**

* * *

 **Chapter 12: Capture**

"Hold still!"

"..."

Sparks flew, as metal clashed against metal. Fate's eyes followed the sharp rapier of her foe, Bardiche's blade coming up in a parry. The dangerous weapon slid off the ax blade, flying forward as 'Jane' overshot her target. Stabbing her sword into the roof of the building beneath her, Jane glared at Fate. For her part, the Mage carefully held Bardiche in front of her, sharp red eyes observing her opponent. The Magical Girl was clearly getting angry at her inability to land a blow, but she wasn't like an average angry foe. If anything, the angrier she got the _better_ she got.

Like she wasn't bothering to hold anything back.

Even so, Fate had yet to have a single blow landed on her. Jane was quick, but she wasn't Signum. So long as the blonde could keep her counterpart at a distance, she had the edge. And it wasn't like she _neede_ _d_ to win on her own. No, Fate just had to keep her busy long enough for Nanoha and Chrono to arrive. Once the others were here, there was no chance in hell the Magical Girl could escape.

"You're fast," Jane spat, as she started to circle the Mage, "I'll give you that much."

"You as well," Fate nodded back.

"Not that it's enough!"

Jane jumped forward again, stabbing her rapier at a perceived hole in Fate's defenses. The blonde frowned ever so slightly, as she twisted her body to the side. Jane's rapier overshot, but the Magical Girl was adapting quickly. One hand left the hilt of her sword, clenched into a fist directed at Fate's face. Bringing up a barrier on instinct, Fate was knocked back from the _force_ of the blow, as Jane skidded to a halt, shaking her hand with a grimace on her own face. A grimace turned into a scowl, as she turned back to her foe.

"Damn barriers..." she grunted, giving her hand a final shake, "Not fair is what it is."

"It isn't meant to be."

Even as she said that though, Fate was frowning. That fist had more behind it than her lithe body should have been capable of.

 _She's stronger than she should be. Is that another thing from their system of magic?_

Shaking her head, the blonde mage held her hand out, a Thunder Bullet taking shape. With the pair safely inside a barrier that Fate had created before the first attack, she didn't need to worry about collateral damage.

"That trick didn't work before, it won't work now!"

Of course, Jane was already familiar with similar bombardment spells. Her rapier was up, as she dodged to the side of Fate's bullet. The feral grin was back, as the Magical Girl flashed out of view. Fate's eyes widened slightly, as she ducked on instinct. The point of the _very_ sharp blade shot where her skull would have been, cutting a few strands of blonde hair away. Rolling aside, she came up, Bardiche already raised, sparks flying from another stab.

Jane blew some brown hair out of her eyes, grinning widely, "You didn't think that was as fast as I could go, did you? No one is faster than I am!"

"..."

Fate didn't raise to the bait, firing another Thunder Bullet. Jane backflipped, the lightning ionizing the air between the teens, but not hitting. An unfortunate building was demolished, but otherwise, no luck. Fate took in a deep breath, red eyes narrowed slightly.

 _She's faster than I thought as well. Is this what a veteran Magical Girl is capable of?_

It was clear that Jane had talent and experience. More than even Kyoko, whom Fate had sparred with. Maybe not as much as Homura- somehow -but she was no slouch either.

"You're faster than your dead buddies," Jane's voice _almost_ held a complimentary tone to it, "But you aren't as fast as _I_ am."

"Perhaps," Fate conceded, "But I wouldn't get too cocky."

After all, the blonde hadn't used cartridges or her Sonic Form. She wasn't anywhere near her full power, to be brutally honest. Jane was fast, but she wasn't _destructive_ enough, not with just that rapier. And Fate wasn't going to break out her best pow...

"You shouldn't be bloody cocky yourself!"

The rapier spun around, a whip of light shooting from the tip. Fate's eyes widened, as she felt Bardiche's 'head' entangle itself in the whip. The shock only lasted for a split-second though, before the blonde's sharp mind clicked back into gear. She _knew_ that Jane could do that...Erid had said as much. And long experience against Signum meant that a whip-like weapon was nothing new.

"That won't work," Fate turned her red eyes on the Magical Girl, who tugged on her 'whip' to try and disarm the mage, "Haken Form!"

Bardiche flashed once, _"Haken Form."_

Steam flew from the ax head, as it glowed yellow. Jane's whip of light shattered like a mirror, as Bardiche's magic overwhelmed her own, the ax transforming into the scythe that had gotten Kyoko to call the blonde a 'reaper'. A yellow blade of magical energy sprung forth from the black 'blade', crackling like the lightning that was the mage's hallmark.

"Bloody hell!" Jane scowled, warily watching Fate now, "Those other wankers couldn't transform their damn staffs!"

"Bardiche is not a standard Device."

The Magical Girl glared at her younger counterpart, "I can _tell_! Just die already!"

Another whip of light shot out, soon joined by a second, and a third, as the original one split into different whips. All were connected to the rapier, as Jane started running around, trying to throw off Fate's aim. The blonde frowned, swinging Bardiche left, right, up, and down. Each swing connected with a whip, either cutting clean through or sending it shooting off in a different direction.

All through this, Jane continued to circle Fate, looking like she was trying to find an opening. Fate wasn't going to give her that chance, rushing forward, a shout on her lips as she brought her scythe down.

"Nice try."

The Magical Girl _grinned_ , as she flashed away. The whips of light, far from vanishing, suddenly began contracting. The mage's eyes widened in shock, as she was forced to take to the air to avoid being trapped. It was only when she was safe, hovering above the roof, that Fate was able to see the trap that Jane had expertly set and almost caught her in. The 'whips' of light had contracted and cut clean through the antenna on the building. She didn't _want_ to think of what that would have done to her, barrier jacket or no.

 _She's more dangerous than I thought...at least in her territory_.

But, now, Fate was in _her_ territory. Jane was down on another building, glaring up and shouting impotently at the mage.

"Damn you! Fight fair!"

The... _irony_...of that statement might have been amusing, in any other situation. As it was, Fate just narrowed her red eyes again, and raised Bardiche up. No more fun and games. This girl was _very_ serious about killing anyone who got in her way, why else would she have such a _horrible_ trap? Trying to fight her up close was too dangerous, so it was time to go proper Midchildan, instead of a mimicking of Belkan melee combat.

 _" Haken Saber."_

Fate brought Bardiche up, swinging the scythe down on where Jane was standing. The yellow energy blade flashed, before a spinning blade of equally yellow magic detached from it. The spinning lightning shot directly at the Magical Girl, who let out a curse as she jumped out of the way, the building she had been standing on cut clean in two by the attack, sending smoke and debris flying into the air. Jane coughed, stabbing her rapier into another roof, as she tried to avoid falling from her perch.

"Bloody hell, what _is_ she?" the girl muttered, eyes frantically looking for the other teen.

It was only long, hard-earned instincts that saved her from being cut in half- or so she believed -as the Magical Girl rolled to the side, Fate's weapon embedding itself into the roof behind her. And even then, it hardly slowed the mage down, as Bardiche's magical blade cut clean through the tough siding of the building, coming right back up as Jane attempted to take advantage of the situation. Once more, sparks flew as the two girls clashed, both pushing against the other with all the strength they had.

Except...

 _Strong..._ too _strong!_

This time, Jane wasn't trying to use her rapier _as_ a rapier. She was just pushing all the strength she had into knocking Bardiche aside, instead of trying to force an opening. And Fate found it difficult to hold the other girl back, her lithe arms hiding a strength that even her earlier punch hadn't shown.

 _"Hold on Fate-chan! We're almost there!"_

Nanoha's voice echoed in her head, as Fate disengaged, ducking underneath Jane's suddenly outstretched arm, firing a point-blank Barret into the girl's stomach. Jane grunted in pain, flying backwards, and through a building. Fate warily watched the falling rubble, panting slightly, as she waited for any sign of the Magical Girl. She hoped that had knocked her out...but...

"Damn. You."

The teen climbed out of the rubble, bleeding heavily from her forehead, spitting out blood from her mouth as well. Grey eyes held no joy in the fight any longer, just roiling anger and hatred, directed at Fate.

"No one's made me fight this hard, and _sure as hell_ no one's made me bleed like this. You, you're dead!"

The Magical Girl began to jump up, rage not dimming in the slightest. But even as her legs cleared the rubble she had landed in, pink light flashed into view, engulfing her body, a shout of mixed pain and shock quickly cut off, as another building was demolished. For her part, Fate lowered Bardiche, falling out of Haken Form as she did so.

"Fate-chan!"

Because Nanoha was immediately hugging her, looking rather panicked. The blonde could hardly blame her friend...that fight had been far more difficult than she had anticipated. Jane was strong, fast, experienced...everything the average dimensional villain wasn't. And she did it, without being trained in traditional magic. In fact, all the magic she had was the whip...everything else seemed to just be raw power and skill. And that was scary, even to Fate. What could a girl possibly go through to make them that tough...without using magic to do so?

Unless this was another facet of making a wish. Their understanding of Incubator Magic was still limited, despite the help from Homura and Kyoko. It made it so much harder to judge things. But right now, those questions would have to wait. Chrono also dropped into view, his own Device still very much active, as he descended towards where Jane had fallen from Nanoha's attack.

Fate shared a look with her friend upon seeing that, "We should go with him Nanoha."

"Right...are you okay Fate-chan?"

"Yes," Fate smiled at her friend, touched by her worry, "That was harder than I thought, but I'm fine. She's...strong, very strong."

"But horrible..."

The blonde mage could hardly deny that point. So much potential...wasted on a girl who seemed to lack a moral compass.

"She's unconscious!" Chrono's voice broke them from those thoughts, as he placed Ring Binds around a heavily bleeding Jane's limbs.

The brunette was indeed out cold, her shattered rapier fading away along with her Magical Girl outfit. What was left was a girl in a tattered green dress, heavily wounded. _Too_ heavily wounded, even with an attack of Nanoha's power. Midchildan magic wasn't supposed to do damage like that...

"Let's get her back to the _Arthra_ ," the Enforcer sighed, as he lifted Jane with more magic, "We need to question her."

Both teenage girls nodded at the older man, as they teleported out...the barrier Fate had put up dropping as they did so, leaving no signs of the battle they had fought behind.

* * *

Of course, Jane was not the only one going to be questioned. In fact, Lindy Harlaown was staring down Kyubey himself, waiting for the Incubator to answer her simple question. The bunny-cat stared right back at her, unblinking red eyes hiding whatever he may have been thinking. It was not unlike staring at a painting...the Incubator didn't move an inch, and with his mouth permanently smiling, it was almost impossible to tell if he was even _breathing_. Lindy could note that the younger girls surrounding her were staring at _her_ as well, if only because they probably weren't used to Kyubey acting like this.

Well...Homura Akemi seemed to be leaning forward slightly, her own eyes moving between her and the Incubator. But if her stories were to be believed, that specific Magical Girl was more than familiar with the _true_ nature of the Incubator. The same could only be said for Madoka and Kyoko, and of those two, only the pinkette was here. And Madoka was never one to focus in the same way that Homura did, in the short time Lindy had known the girls.

But her attention couldn't be on the girls. Lindy needed to watch the Incubator, since how he answered would sway her opinion on the mission that Yuuno Scrya had suggested.

"I see no need to tell girls how to use their abilities," Kyubey finally spoke, 'his' feminine voice lacking any emotion, "my only purpose is to grant wishes, and help the Magical Girls fight Witches. How they use their powers is their own decision, and does not impact me whatsoever."

"You give them the powers," Lindy replied, "By doing so, you have a responsibility to see they learn how to use them, and not _abuse_ them."

"Perhaps that is your organization's system," the Incubator didn't blink, "It is not mine."

"It's not a question of systems. If you give them the power, you should teach them how to use it."

Lindy wasn't an ideologue, not in the way some members of the TSAB were. However, she was sickened at the idea that Kyubey had just admitted that he 'washed his hands' to use the Earth term, of girls as soon as he granted the wish. That was horrible on so many levels...these were girls given powers they had no idea or experience in how to use. At least mages- outside outliers like Nanoha of course -had some _framework_ to build off, because they were familiar with it. If there weren't a girl like Mami Tomoe to help...

These girls had _nothing to work with_.

"Giving these girls powers and not doing anything but pointing them at Witches is _not_ doing them any good," the Admiral continued, turning her eyes from Kyubey, and towards Mami Tomoe and Sayaka Miki, "You're setting them up to act like the one who killed my subordinate. Girls given power like this and told to use it to fight, are going to _use it to fight_. A lot of them aren't mature enough for that, and they'll use it to fight anything. Am I wrong?"

Kyubey's unblinking eyes stared right at Lindy, "No, you are not incorrect. However..."

"It isn't your business?"

The verbal sparring between the two seemed to have flabbergasted the Magical Girls- and Madoka -judging from the expressions on their faces. Granted, this was probably the first time they had seen an _adult_ perspective on Kyubey, or an adult even arguing with him. Maybe, maybe the strangely experienced Akemi had seen it. But the others? It was clear that even Mami was out of her depth.

"Indeed," for his part, the Incubator finally moved, if only to nod slightly, "My job is to grant wishes and create Magical Girls! What they do with their powers, as long as they hunt Witches, is none of my business."

A cheerful tone had come to the Incubators voice at that, as he practically bounced up and down when mentioning creating Magical Girls. Lindy's eyebrow went up, teal eyes shifting to Homura Akemi. The Magical Girl only shook her head minutely. There was no mental communication, not with the unknown factor of the Incubator nearby. But it wasn't needed.

 _It's all an act_.

Homura's expression and movement conveyed that message as well as any mental communication might have done.

"You know why I consider this such a problem?" here Lindy instead switched to looking at Mami, who blinked at the question.

"...why is that, Harlaown-san?" the blonde asked curiously, and more than a bit warily as well.

"Because, it is _dangerous and irresponsible_ ," the Admiral replied, "Did you have anyone there to help you when you became a Magical Girl? Anyone to train you, show you how to act?"

Mami shook her head sadly, "Only Kyubey. I didn't meet another Magical Girl until I had already been one for more than a year myself. I...I've always been the one training others."

"Exactly. And how many girls have that advantage? Have someone like you to train them?"

"Not many. I try to help as many as I can but..." the blonde's eyes widened, "Is that why you wanted me to tell you how many act like the one who hurt your soldiers?"

Lindy nodded, a grim smile on her face, "Exactly. And the answer to that?"

The blond fell silent, looking down at her lap. Her hands clenched in her skirt, as Sayaka place a hand on her shoulder. The bluenette looked extremely worried, and in all honesty, Lindy could hardly blame her for that reaction. Everything she had heard about Mami Tomoe had told the Admiral that the girl was strong, at least on the face of things. She shouldn't be told the truth about Witches until the TSAB could figure out a way to either reverse the Magical Girl process, or at least replicate the cleansing that a Grief Seed performed. But really...despite the way that Homura Akemi felt about it, Lindy found it hard to consider Mami _weak_ for the fact that the other girl was convinced she would break.

Homura's _opinion_ , since she couldn't possibly know for sure, aside...any girl wouldn't react well to finding out she was destined to become a monster. Mami dedicated her life to training and helping other Magical Girls. To pushing girls in that direction, if Madoka was telling the truth of their earlier meetings. Finding out that what she had done was doom those girls and create more Witches...

Yes, even the strongest soul would crumble under that strain.

"Almost all of them," Mami finally whispered, tears trailing down her cheeks, as she refused to meet the older woman's eyes, "Magical Girls like me...we're _so few_...so many of the others are only concerned with their magic...with Grief Seeds. Not all of them are as bad as you told me this girl was but..."

"Mami-san..." Sayaka looked torn between pulling the blonde into a hug, and glaring at Lindy for putting her in this situation.

She needn't have worried though. After sending an angry look at Kyubey- who merely tilted his head slightly -Lindy got to her feet, a worried Madoka trying to grab her arm. Moving out of the pinkette's reach, the Admiral...the _mother_...placed a hand on Mami's chin, and tilted the girl's head up. Golden eyes were red-rimmed, tears falling freely.

"None of that is _your_ fault," Lindy whispered softly, wiping away the tears, "You're doing what you can to make things better, and don't forget that. I'm sorry I had to ask you that question...I just needed to know."

The blonde shook her head, drill-tails swaying with the motion, "No...I understand why you asked. I just...I don't like thinking about it."

"I know."

Squeezing Mami's shoulder, getting a thankful if weak smile in return, Lindy turned back to Kyubey, "You. It's because you leave them alone without proper guidance, that so many girls act like that. That's negligent for anyone, but you...you _give_ them these powers, and turn them loose without any help or training. That's reckless endangerment on a level that would have anyone in my organization tossed into prison."

Kyubey merely licked a paw, "So you say. However, I am neither subject to your laws nor a member of your organization. Indeed, you cannot judge my actions, as you don't understand the reasons or meaning behind them."

 _Oh, I certainly do. I'm more inclined to believe Homura with every word you say. If you give unstable girls these powers, they will become Witches even faster. You do this on_ purpose _Incubator._

"In fact," the bunny-cat continued, "I am interested in why _you_ are here in the first place. I am not familiar with the magic you use, nor the organization you claim to be a part of. That should be impossible, so I wonder why you chose to come here and interfere in my duties."

"He has a point..." Sayaka weakly spoke up, getting a glare from Homura, "I mean...aren't Magical Girls enough for Witches? Even if Mami-san's right about how most of them act?"

"Nanoha is _from_ Earth," Lindy replied easily, "So she has reason to worry about what is happening here. And since she is under my command, that involves me and my organization as well. Don't push the blame onto us, Kyubey."

"Very well," the Incubator got to his feet, stretching lazily, tail swishing side to side, "if that is what you claim. I have things I need to do. Check in with me later Mami!"

The last was with the same cheerful tone of voice as before, as the Incubator vanished into the crowd outside their little area. Lindy sighed softly, shaking her head as the creature left. Clearly, he was up to something. Just what that was...well, she wouldn't know unless the plans of capturing an Incubator went well. And as of yet...that wasn't likely. They were very slippery creatures, to say the least. Turning away from the crowd, the Admiral smiled softly at the girls around her. Sayaka still looked a bit worried, though not about Lindy herself at least.

Mami seemed to have recovered somewhat, demurely dabbing at her eyes with a napkin. A weak smile was directed towards the teal-haired woman, before the blonde turned to comfort Sayaka. And for their parts, Madoka and Homura were looking at her, questions clear in their eyes. Namely, if they should leave with her or stay behind.

All Lindy did was shake her head in response. There wasn't any reason for them to come with her really, not right now. Those girls needed to spend time with their families, not with her.

 _I have the feeling they may not have much longer to do so..._

* * *

Meanwhile, far from Earth, Yuuno Scrya was sitting in a place he had never quite been comfortable in. Namely, the bridge of a starship...owned by the Saint Church, instead of the TSAB. Knight Carim had turned out to be entirely serious in her mission to find the Incubator's homeworld, and had pulled the newest ship the Church could get ahold of into it. Yuuno didn't even want to think how many favors the blonde Knight had to call in to pull _that_ one off. On the plus side, at least he wasn't surrounded by military types this time. His time on the _Arthra_ hadn't been all that bad, all things considered, but he was much more comfortable with the Church members.

Even if the mission he was on was rather risky.

 _We still don't know a lot about the Incubators._

Which was an understatement. When Carim had said their information was along the lines of myths and legends, she hadn't been joking. The information from Earth, the Belkan Journal, and the Saint's Church put together was worryingly little. More knowledge than Yuuno had had of the Jewel Seeds, but not by much. They were going into this almost blind, compared to a TSAB mission after a more regular villain.

"You okay ferret-boy?"

Of course, there was also the fact that Yuuno's company left something to be desired...

"Yes, I'm fine Vita," the Librarian turned his head, looking at the tiny- but very deadly! -red knight.

"Huh. Don't look it," Vita shook her own head, a sly grin on her face.

Yuuno just rolled his eyes, looking at where Hayate Yagami was standing, "Have we found anything yet, Hayate?"

"Nothing Yuuno-kun," the brunette easily replied, not even turning her head, "Man, I never thought those stories were real. And they're back home too!"

A pink-haired woman, Signum, nodded next to her leader.

"Indeed. I had heard rumors of the Incubator, but they were nothing substantial," the Knight explained.

And that was the thing with the Incubators. All the knowledge on them the TSAB had was either brand new- and only known to a select few as of yet -or old legends. Belkans were just as prone to spreading rumors as anyone, and the Incubators acquired an almost mythical tilt to those who knew the stories. Which wasn't helpful, when it came to finding their homeworld.

The _Clarice_ had been searching the dimension that had merged with _their_ Earth for some time now in fact. But it was akin to finding something in one of his digs...there was a _lot_ of ground to cover, and only sparse- and old -clues to follow. It might have been an interesting intellectual problem, if the situation weren't so serious.

"I hope we find them soon," Hayate continued, shoulders slumping slightly, "Nanoha-chan is counting on us. We can't let the Incubators keep Earth."

"Indeed," Signum nodded, hand drifting to Laevatein...she was likely wanting to be more 'hands on' with the situation herself.

And Yuuno couldn't blame them for that. All he could do...was continue the search. They _had_ to find the Incubator's homeworld. If they could find it and talk with their leadership...maybe they could sway them from what they were doing.

It was a long-shot, but it _had_ to work.

* * *

 **AN: Well...again, sorry for the too long delay on this. I hope everyone still enjoyed the chapter though!**

 **Reviews:**

 **P . H . Wise:** Well, I'm glad to know that I'm doing well in that regard.

 **Impstar:** Yeah, it's not going to be fun times when Lindy tells her higher-ups about that.

 **Phant0m5:** Suffice to say, there is a reason that Madoka is still as powerful as she is. A spoilery reason though.

 **Lord-Sylph:** Well, it depends on the interpretation I think. In my case, I don't go for the limited sand approach, but that's just me.

 **Ararararararagi Rage:** Glad you liked it.

 **DschingisKahn:** Yeah...Homura may or may not change her mind after this, but she certainly has things to think about.

 **pokemon-35055:** Thanks.

 **wolfdude16:** If Jane hadn't attacked? No, I don't think they'd have the authority. But just like with Kyoko attacking Chrono, they have the authority to arrest someone attacking their people. Outright killing one? Well...

...and that's an amusing image.

 **TTGL Machine:** Well, more just Fate. If all three of them had been there, the fight would have been a couple sentences considering the skill level of those three.

 **TrimusicaDrag00n90:** Well, I hope the chapter went well.

 **Guest:** Potentially, if the Soul Gem itself is damaged. Though I'm not saying if it _actually_ has the Linker Core in it.

 **Seeker of Truth:** Madoka's almost the very _definition_ of an All-Loving Hero. She can understand _that_ Homura hates them, but it's hard for _her_ to understand why. Because it's almost impossible for her to hate them herself, despite everything.

The girl's really too nice for her...well, for any universe.

 **Nobody Smurf:** Heh. I picked up Walmartnight- and various others -on the other site I post this on.

 **Aceina:** No, no telling Mami yet. Lindy can understand that she shouldn't know, not until they figure out a way to 'fix' the girls. Or at least replicate Grief Seed cleansing.

 **AN: Thanks for the reviews everyone. Hopefully the next chapter won't take as long but...well, you never know.**


	13. Hope

**AN: Chapter ahoy!  
**

* * *

 **Chapter 13: Hope**

"Damn, you're good at this!"

"I'll take that as a compliment."

"Eh, if ya want. I did forget how much I enjoyed a good spar though."

Fate raised an eyebrow, as Kyoko Sakura wiped a bit of sweat away, sending her red hair fluttering around. After her battle in London, the young Mage had made the decision to train even harder so she would be better prepared next time. She had underestimated Jane's speed, and it had nearly cost her at multiple points. If it weren't for the versatility of Midchildan magic, something she couldn't rely on forever if the variety of Magical Girl powers were any indication, she quite likely could have _died_. Fighting one of these girls wasn't fighting a Mage or even a Belkan Knight. They fought to _kill_. And the last thing Fate wanted, was to lose a battle like that. Leave Nanoha alone, because she got too cocky in her own skills.

And that meant training with Kyoko.

Unlike Homura, the only other Magical Girl 'in the know'- so to speak -Kyoko actually could help her. She wasn't at the level that Jane was, but the redhead was devilishly clever in how she used her abilities. And her experience against Chrono had inured her to the inherent trickery of Michildan magic, meaning hitting her with spells was difficult. Not to mention her spear forced Fate to think up new tactics, as her usual tactics against Signum didn't work against something that was heavier than Laevatein and shaped completely differently.

 _I will admit, this is fun though._

The blonde didn't show it often, but she truly did enjoy a good spar on her own end. Or she wouldn't have practiced with Signum as much as she had.

"So," Kyoko continued, as she started circling Fate, "Ya know that bringing Mami in ain't gonna work, right?"

"What do you mean?"

A snort answered that question, "I ain't _blind_ ya know. Your Admiral took Homerun and Pinky down with her, to talk to 'ole Mami. That ain't a good idea."

"Homura has mentioned as much, herself," Fate nodded, jumping forward with Bardiche angled at Kyoko's side.

"I still wanna know how _she_ knows so much," the redhead complained, as she split her spear, the chain connecting the parts catching Fate's blow, "forget that though, _I_ know Mami better than anyone. That girl can't handle the knowledge of what we really are. Wouldn't surprise me at all if she just snapped."

"..."

Understandably, Fate winced at that statement, as she parried a sweep of Kyoko's spear. The mage jumped into the air following that, as the Magical Girl attempted to sweep her legs out from under her.

"Look, I understand ya all want to save _all_ of us," Kyoko continued, sticking a piece of pocky in her mouth as she placed her spear on her shoulder while Fate lowered herself to the ground, "And while I think you're a bunch'a fools for tryin that, I'll be the first ta thank you if you pull it off. But I'm one of the few Magical Girls who would give enough of a damn to actually help. I'm amazed ya got Homerun in on this, honestly."

After she said that, Kyoko looked off to the side, where an alien sun was visible setting on the horizon.

"And even _if_ ya can get more girls ta work with you, and Mami _probably_ would if ya could convince her you're tryin to help us, they can't take knowin the truth. I haven't trusted that little rat since...well, for a long time. But even _I_ don't like thinking about the truth. And let me tell ya, even if you can convince other girls to trust _you_ instead of Kyubey, it won't matter. Lotsa these girls would sooner shoot themselves than risk becomin a Witch, no matter what ya promise them."

Fate sincerely wished she could deny that point. She dearly, sincerely wished she could. But the fact was, what Kyoko was saying was exactly what Homura had said. And while the question of how Homura was as experienced as she was, was well...an open question...she was rarely wrong. However the dark-haired girl had come across her knowledge, it was almost always perfectly accurate. Kyoko corroborating the points just made it more likely. Though, the blonde would be the first to admit she didn't like thinking about what they said.

Because until they could figure out, once and for all, the _why_ and _how_ Magical Girls turned into Witches, they were on their own. Bringing more girls in was not an option, not after Jane and what Kyoko _and_ Homura said would happen if less-hostile girls like Mami Tomoe were told.

 _I know it hurts Nanoha a lot more than it does me, too. She dearly wants to help everyone and let all these girls know they're being tricked. But..._

They couldn't take the risk.

"I won't deny your point," Fate finally sighed softly, as she lowered Bardiche, "Still, I hope we can find a way to help you all soon."

Kyoko snorted, as she dispersed her Magical Girl outfit with a flick of her wrist. Once the red light faded away, she was back in her normal clothing, the green jacket and short-shorts a sharp contrast to her elegant uniform.

"Good luck with that one. I doubt ya will be able to figure it out, but I won't complain if ya do."

"We'll figure it out."

The redhead just shrugged, as she walked over to the blonde. Fate felt a small, sad smile cross her face. Every Magical Girl she had met, outside of Jane who had yet to wake up from their battle, had the same look to them. Kyoko didn't show as much as most, but she had it as well. A slight slump to her shoulders when talking about the problems of the Soul Gems. Being weighed down by what they fought. Even Homura showed it, however she tried to hide that fact. She was fairly certain that Madoka had picked up on it as well.

That girl was so much like Nanoha, it wouldn't surprise Fate at all if she had figured out Homura. It certainly seemed that way, considering how much she stuck with the dark-haired girl.

"Yeah yeah. Let's get back already, I need ta eat something."

Kyoko was clearly over that line of discussion, as she thrust out a hand impatiently. Fate smiled softly, taking the hand as she pumped magic into the air. The familiar yellow lightning surrounded the pair, as they teleported back to the _Arthra_.

* * *

"Damn, I will never get used ta that."

Fate smiled sympathetically, as the yellow light cleared and revealed the metal hallways of her home away from home. Kyoko shuddered slightly, pulling away from Fate as she shook her hands. Shook her hands, and shook her head, sending her hair flying to make sure it hadn't ended up stuck all over the place by the static of Fate's magic. Which it hadn't, but the action got a small smile out of Fate anyway.

"Oh, you're back Fate-chan!"

"Does that mean I can get my..."

"Yes it does, Madoka-chan!"

The blonde blinked at the voices, looking past a grumbling Kyoko to where Nanoha and Madoka were revealed. The pair had scarily similar grins on their faces, as they looked at the returned pair of teenagers. Upon noticing that, Fate felt her redheaded companion bump her shoulder.

"Should we be worried?" she stage whispered.

"Possibly," Fate replied, holding a hand to her mouth at the affronted look on Nanoha's face, "Sorry, sorry. What exactly are you talking about Nanoha?"

The brunette didn't seem to be _that_ offended, as she looked over at Madoka, "Madoka-chan's Device arrived today! Lindy-san wanted to wait until you were back, Fate-chan, so we had more Mages here if something went wrong."

Kyoko snorted at that, "Yeah, if what Reaper here told me is true, ya don't want to give Pinky one of those things without someone around to make sure nothin blows up."

Madoka pouted, "I'm not that bad...am I?"

"Not at all," Fate smiled softly, "Though I understand Mother's worry. Come on, let's go see her. Is Homura here?"

"Not right now," Nanoha's shoulders slumped slightly, "Lindy-san asked her if she could collect more Grief Seeds to study. Amy-chan thinks she's almost figured out how to replicate what they do!"

"Whelp, I may be wrong."

Getting that out of Kyoko made Fate turn a surprised look on the redhead, who just shrugged slightly.

"What? I'm a damn teenager, I can admit when I'm wrong."

That sent both Madoka and Nanoha into giggles, while Fate shook her head slightly in amusement. The amusement even got Kyoko to crack a grin, as the redhead slouched over while they walked towards the _Arthra's_ meeting room. Once the entered said room though, the faces of the two Mages went into professional masks. Madoka smiled weakly, while Kyoko scowled. Say what you would about Fate and Nanoha, they could be military precise when they needed to. Even if it probably wasn't needed around Lindy, who just waved a hand with a small smile of her own.

The teal-haired Admiral was sitting at the head of the table, a small package in front of her. Lindy turned her smile on Madoka, as she waved the girl forward. The pinkette shuffled uncomfortably, before Nanoha pushed her slightly, her face dropping out of the mask and to a soft and comforting smile. Madoka returned the smile, squaring her little shoulders as she walked towards Lindy. The Admiral pulled out a chair, letting Madoka sit next to her. It was only then, that she turned her soft smile fully on the pinkette.

"I'm glad you could get here as soon as you did Madoka," Lindy's smile widened slightly, "I know it probably wasn't easy to talk to your parents."

"They think I'm with Sayaka-chan..." Madoka replied, shuffling a bit as her cheeks flushed in embarrassment, "I hope they don't ask her about what we're doing."

"I wouldn't worry, I'm sure Miss Miki will cover for you," the Admiral comforted the clearly worried girl, "In any case, this is why we're here. I had to call in a couple favors with R&D, but we have a brand new model Device for you. Belkan, as per Homura's suggestion."

Fate blinked, "Belkan? Mother...Madoka isn't..."

"A melee fighter? No, I know that. But Miss Akemi was quite insistent that Madoka have a weapon that could be used as a bow. A Belkan Device works better than one of ours, in that regard."

Nanoha and Fate shared a look at that, while Kyoko grumbled about the unfairness of it all, that her Soul Gem made using a Device almost impossible at the moment.

 _"Fate-chan...something is very wrong."_

 _"I know. How could Homura know that Madoka would use a bow? She's never held a weapon in her life, if I remember right."_

 _"Exactly. How could Homura-chan..."_

 _"A seer? We still don't know what her power actually is."_

 _"But she is so_ fast _...it's probably teleporation."_

 _"Hmm...I wonder..."_

 _"Fate-chan?"_

The blonde just shook her head, nodding at Madoka. The thoughtful expression on her face made it clear she was thinking about something important though. And Nanoha wondered just what her friend had in mind. But for now, they needed to focus on Madoka instead. Because the pinkette was warily taking the box from Lindy, looking at it like it might bite her. It might have been amusing, if the situation weren't so serious. After all, this was a very important moment...the moment _any_ Mage got their first Device was like that, no matter what else the situation was.

The only question, was what form Madoka's Device would take.

And from where they were standing, Fate couldn't see the object, as Madoka lifted the lid up. Her pink eyes widened, as she reached into the box. Her hands, and indeed the girl herself, vanished in a flash of pink light when she did so. Or, perhaps more accurately, she was covered in the light to the point her features were obscured from view. It felt like an eternity, even if was only a minute or so, before the light would fade. Revealing Madoka standing on her feet, in her new Barrier Jacket.

"I..." the pinkette stuttered, looking down at herself, "Is this what it's always like?"

"Yep!" Nanoha chirped, running up to her friend, "I love your Barrier Jacket, Madoka-chan!"

The pinkette shuffled uncomfortably, feeling self-conscious as she looked down on herself, "Really?"

"Really!"

Madoka was dressed in a...dress...that was overall pink, with white lining to it. The dress hugged her torso tightly, accentuating what curves the petite girl had. At least, until it flared out slightly at her hips, the pink fabric gaining a slightly frilly edge as it hung around her mid-thighs. It wasn't _poofy_ , but it did flare out enough to allow for easy movement. Her arms were bare, save for white gloves on her hands. There was a short pink...cape...on her shoulders, but it barely extended down to her shoulder blades.

And in her hands, was a metal bow, somewhat resembling the Bogenform of Laevatein, albeit much slimmer and with a more Earth-like look to it. And of course, the fact that while it was made of metal it was colored the same as a wooden longbow, all dull brown.

 _A bow...Homura was right then. I wonder..._

Shaking her head, Fate walked up with Kyoko in tow, "That is a nice Device Madoka. I think it suits you."

"Hate ta admit it, but I think Homerun was right this time. Don't know why, but it seems like a bow is...your thing, pinky. Not sure where that feelin is comin from though."

The pinkette flushed nearly as bright as her hair, as she looked down on her bow.

 **"I am ready to serve, Meister!"** a cheerfully female voice came from the Device, more specifically from a pink gem set in the center of the bow.

Lindy smiled at that, "Looks like they worked it properly. I made sure to request that your Device would use Midchildan instead of Belkan for the language interface and it seemed to work."

Of course, to the untrained ear, 'Midchildan' equaled 'English'. That was translation software at work though.

"Do you have a name for her, Madoka-chan?" Nanoha eagerly asked.

Madoka nodded happily, looking at her bow, the Device's pink gem flashing up at her, "Yup, I do Nanoha-chan! She suggested Hoffnung."

"Hope," Lindy translated, having done her homework on Belkan- and Earth German, the most similar language to it, "Seems fitting, somehow."

None of them could know just _how_ fitting that name was, as Madoka let her Barrier Jacket fade away. Her bow shrunk down into a small pendant shaped like her weapon, much as the Wokenritter's ancient counterparts.

"I have to show Homura-chan!"

None of the girls there argued the point, not even Kyoko. Though she just wanted to see how much the dark-haired girl freaked out over the Device.

* * *

For her part, Homura Akemi held a hand to her side, as she exited a Labyrinth. She had gotten cocky in there...that wasn't a Witch she had fought before. Her hand came away bloody, as the Magical Girl grimaced and glared at the red staining her hand. It had been a long time since a Witch beyond Walpurgisnacht had managed to harm her. Too long...she hadn't expected a new Witch. And even had she expected that, it wouldn't have made as much difference. Her mind was not as focused on the battle as it once was. Too many events had been happening.

Kyubey, for one. The Incubator had ceased to focus on her and Madoka, moving all his attention to the TSAB members. Especially after they captured that murderous girl in London. On the one hand, Homura would not complain that he was not trying to contract Madoka. On the other, she worried that the Incubator was planning something. Those on the wrong side of his machinations rarely fared well. And she _needed_ the TSAB girls to be intact. This was the best shot she had ever had at defeating Walpurgisnacht, and she wasn't in the mood for it to be wasted.

 _Especially since...Madoka...she ga..._

Shaking her head to clear those thoughts, and the theory that had spawned them, Homura held her hand back to the gaping wound in her side. If she weren't a Magical Girl...if she weren't _herself_...she would be on the ground, barely able to move from the pain. As it sat, she still felt the sharp sting of pain, as her hand began glowing with a soft violet light. Homura's face twisted into a grimace she would never let anyone else see, as her magic pulsed through the wound, repairing the damage.

It was an unacceptably high amount of magic, but she couldn't very well walk around with a hole in her side, Magical Girl or not.

"Stupid of me," she whispered to herself, as the flesh under hand knitted itself together, "Stupid. I should not have underestimated a..."

"Homura-chan?!"

The shock of hearing that voice snapped Homura from her concentration, leaving her side still bleeding, if not as bad. The violet light vanished, as equally violet eyes turned up and saw the familiar shock of pink hair coming her way. Worry was clear in Madoka's eyes, as she stopped herself just short of pulling the taller girl into a hug. Instead, she looked down on the blood soaked dress, worry in her face.

"What happened? Are you okay?" Madoka spoke quickly, her voice as worry filled as her expressions, "Oh no..."

"I'm...fine," Homura lied, placing her clean hand on the pinkette's shoulder to push her away slightly, "I just need to heal. I've had worse wounds than this before. Why are you here, Madoka?"

"Homura-chan!" the pinkette...actually _glared_ at her, "Don't say things like that! Nanoha-chan!"

"Yes?" the newly-familiar brown hair came into view, with Fate and Kyoko in tow, "Homura-chan? What..."

"Witch," Homura answered shortly, fighting the urge to scowl, "And I am _fine_ Madoka."

"You're bleeding..."

"I am fine."

Just to prove that point, Homura pulled away- hating herself for how she had to act or not -and started healing again. It didn't take much time to heal the wound, though she got strange looks from everyone but Kyoko. The other Magical Girl just shrugged, well used to having to heal her own wounds. It wasn't odd for her, to see the wound stitching itself back together like that. Homura imagined that knowing their bodies were fleshy puppets probably made it even easier for the redhead to understand now, since healing a puppet was a lot simpler.

 _Still, I wonder why they are here now._

"See?" the time-traveler finally spoke again, once she pulled her hand away and cleansed her Soul Gem, "Not a problem. Now, why are you all here? I have yet to collect more than two spare Grief Seeds."

Fate was the one to answer that, a thoughtful expression crossing her face, "Madoka got her Device, and wanted to show you."

Violet eyes narrowed at that statement, as she looked at her dear friend, "You have?"

"Yup!" Madoka still looked worried, but a smile was on her face nonetheless, as she held up a small pendant in the shape of a bow.

 **"Ready, Meister!"**

Blinking slowly at the voice, Homura took a step back as Madoka flashed with _painfully familiar_ pink light. Revealing an even more painfully familiar dress, that almost had her reaching for her shield on instinct.

 _No...no. This isn't a Soul Gem. Remember that._

And now that she looked, beyond the color scheme, Madoka's outfit wasn't the same as her Magical Girl costume. There were similarities, there always was. But it wasn't an exact copy, and that made it easier. Even so, Homura knew how her reaction would have looked like to the others. Her flinching away, eyes probably widening slightly. There was only so much she could do, to maintain her mask when she had seen that. And it didn't help that the bow she held was achingly familiar as well. It was made of metal and lacked the rose at it's tip, but it was still classic _Madoka_. Homura had etched this image in her mind, so long ago, that it just brought it home for her now.

No matter what type of magic she used, Madoka would seem to always gravitate to this look.

"You do recognize it," Fate's soft voice spoke up again.

"Fate-chan?"

The blonde walked up to Homura, a thoughtful expression not leaving her face in the slightest, "You knew that Madoka would use a bow, and the way you acted looks like you knew how she would look too. You aren't telling us something important, right Homura?"

Homura blinked slowly, before her eyes narrowed ever so slightly, "Why would you imply that, Testarossa?"

"Because we still don't know your powers, Homura. We know Sayaka's. We know Mami's. We know Kyoko's."

 _Not all her abilities. Her illusions are something you have never dealt with._

"But all we know about you, is that you are very fast. And you know more than anyone your age should. Are you from a different dimension, as I am?"

"Of course not," Homura replied, and she wasn't even lying. She was from a different time, but not a different dimension...right?

"Fate-chan...I'm sure she's telling..."

Holding up a hand, Fate sent a serious look at her best friend, "Nanoha, please. You aren't trained as an Enforcer, I am. And as part of that training, I had to take many investigative classes. Something does not add up here. Homura knows more than even Kyoko, and we know how experienced she is and that's been corroborated by Mami. Homura...we have no way to know how she knows what she does."

Turning back to the Magical Girl, a blonde eyebrow went up, Fate in full 'professional' mode.

"And her knowledge of Magical Girls is not the issue here. I am curious how she knew exactly what Madoka would use as her Device, and how she would look in her Barrier Jacket. That isn't something she can just guess, since no one knows what a Device's ready mode will look like until it's first use by it's owner. And Homura also knew just how powerful Madoka's Witch would be...which implies she has experience. I wasn't there when she told you, but _you_ told me Nanoha. The way she talked about that, implied she had experience with it."

As Fate talked, Homura was raising her impression of the girl's intelligence and skills. The blonde had always seemed more professional than her friend, though Homura had seen a serious side to the brunette as well. But she hadn't seriously noted the difference in their skill sets. Nanoha...seemed more like a standard fighter, for what little she knew of the TSAB. Fate...an _Enforcer_. Homura didn't know the true difference that title implied, though she could make semi-accurate guesses. And evidently, it included investigation skills. The question then, was how much that included being able to tell a lie.

Homura was an expert at misdirection. But she had grown complacent, and made mistakes. She should never have mentioned Madoka...Madoka's Witch. That was coming back to bite her, _hard_. And it was her own fault.

"Homura...I don't want to force you to tell us something," Fate's face and voice softened, old pain in her eyes, "I was the same, once. And I doubt I would be alive today, if I hadn't accepted Nanoha's friendship and help. We can _help_ you, if you let us."

The very last thing Homura wanted, was the reveal her secrets. It was dangerous. It could get her killed. But...Walpurgisnacht was only a few days away now. If they didn't survive that battle, she would have to reset the timeline anyway. Did she necessarily lose anything, in telling these girls the truth? She would lose her trumpcard to some extent, but they didn't know the full extent of her powers or how to counter them.

And seeing Madoka like this...

 _I am likely to regret this, however, I may have no choice. They will be monitoring me ever closer now. Far better to use my own terms, and misdirect them. There is no need to tell them everything about my abilities, and I can more easily keep secrets if they are no longer examining me as closely. And...I wonder if they can confirm my theory. My theory of how they ended up here._

"I will explain, if you take me to your ship, where the Incubator cannot monitor us."

 _And I can only hope this works in my favor. Madoka...was this truly you...?_

* * *

 **AN: Phew! Chapter done, and ready to post at last. I hope no one's upset how long this has started to take. I'm doing my best to keep up writing, but it's not always easy. Especially as we get into events like this chapter's.**

 **Which, I hope I did fairly logically. It was only a matter of time until someone- likely Fate or Chrono, by nature of their experience and training -would catch on to Homura's lies. Especially as this situation tripped her up so much. Hopefully that worked out.**

 **Reviews:**

 **Impstar:** Perhaps, but it's their best idea at the moment- bearing in mind they don't know anything but Kyubey.

 **TrimusicaDrag00n90:** Glad you liked it!

 **Ararararararagi Rage:** Yeah, things are going to be getting fun on the dimensional side of things.

And I'm glad that the bit with Lindy worked well.

 **Lord-Sylph:** Luckily, or unluckily depending on your point of view, Jane just didn't have enough to push Fate that far. Now the expression on _Homura's_ face when the Mages go all out...

That's an interesting question, especially if she split her blade.

 **Kita Nakeshi:** I've got plans for the Incubators, don't worry. It's not as simple as them being truthful, or as simple as getting rid of them. Things are going to come to a head on both sides, in that regard.

Suffice to say though, that the reasons for Homucifer and Madokami keeping them around aren't as valid now.

 **Nobody Smurf:** Yup. Fate's not the type to go for that type of quick takedown, at least not at first.

And I'm glad Lindy/Mami worked. I was hoping that a mother's perspective would help balance the Mami-meltdown. Especially since the poor girl has no one older than her to turn to, normally. Depending on how one views Homu's age, and well...Homu.

Yuuno and friends are in for fun times, though that's a _loooonnngggg_ way in the future as of now.

 **pokemon-35055:** Thanks!

 **EliteSlayer103:** The only way that we could get Madokami, is if she's in the position where she has to contract. Which isn't likely, now that she can use Midchildan/Belkan magic.

That said, there isn't really any reason to assume TSAB _can't_ come up with a way to fix the Soul Gem thing, given enough time. Even just replicating the effect of Grief Seeds- which _should_ be simpler -would be enough.

 **AN: Thanks for the reviews everyone! Once again, sorry for how long this took, but I hope everyone enjoys it anyway!**


	14. Homura

**AN: This one fought me something fierce. I hope everyone likes it!  
**

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 **Chapter 14: Homura**

As the familiar halls of the _Arthra_ surrounded her, Homura Akemi frowned ever so slightly. She...may have been familiar with this ship, by now. But she was not comfortable here. It was unlikely she ever would be, knowing that she was totally at the mercy of the TSAB. If the situation had been any different, she would have never come up here to reveal her darkest secret. But...the fact of the matter was simple. She didn't trust the TSAB. Homura didn't truly trust anyone, but Madoka. And even then...well. That said, she trusted Fate and Nanoha enough that she might just believe they wouldn't try to use her ability to their advantage. And, if nothing else, it was far preferable to the alternative.

Namely, to Kyubey finding out the truth.

Homura did everything she could, to keep that little monster in the dark. If that meant talking aboard a ship she was uncomfortable in, that was a sacrifice worth making. Kyubey finding out her secret, was the very worst thing that could happen. Homura had kept him in the dark until the very end of a timeline for good reason. After all, if the Incubators had the power to _give_ her her wish, and her powers, couldn't they potentially do the same? Give themselves time travel, and follow her instead of just letting her go. It was highly unlikely...the Incubators never cared that much...but it was still a risk. A risk she was _highly_ loathe to take.

Far better to take the lesser risk, of talking aboard the _Arthra_.

"Homura-chan?"

"Hmm?"

The Magical Girl turned her head, looking down on Madoka. Her dear friend had a concerned look on her face, as their little group marched to the ship's briefing room. She always had cared too much...

"Are you alright?" Madoka whispered, though it wasn't as quiet as she probably thought, with Kyoko sending a raised eyebrow their way.

"I'm perfectly fine."

The pinkette frowned, "Are you sure? I...know you don't want to talk about this."

"No, I don't. However, I realize I need to," Homura replied, casting a dull look at the back of Fate Testarossa, "So I will do so."

"But do you have...?"

All the Magical Girl could do was sigh softly, "Yes, I do."

Madoka still looked unhappy, bless her heart, but she backed off the subject. For her part, Homura was running through ideas on what she could say in this situation. She hardly wanted to give away too much information after all. Both from the coldly pragmatic perspective- if they knew the extent of her abilities, who knew what the TSAB would do -and from a more...emotional...one. Homura did _not_ want their _pity_. She did not even want Madoka's pity. The girl did what she did, no matter the pain and no matter the cost, because it was _her choice_. She could have given up at any time, in these eighty or so timelines.

But she kept moving forward. And Homura would _not_ have them pity her for that.

 _I will need to have them believe it has been a handful of timelines, at the most. That, and I may have a way to redirect attention...Madoka..._

Shaking her head to clear those dark thoughts, Homura strode into the briefing room, flipping her main of black hair behind her. The only person in the room, other than the group with her, was Admiral Lindy Harlaown. The older woman looked exhausted, rings under her eyes quite prominent. Or, at least, quite noticeable to Homura...it was entirely possible she hid it better from the others. But Homura? She had lived as long as she had, by being observant of _every_ detail, no matter how minor.

"Is this an interrogation?" the dark-haired girl asked, raising an elegant eyebrow.

"No," Lindy smiled softly, "We are just..."

"Curious about my abilities."

The Admiral inclined her head, "Yes. You have to understand Miss Akemi, we...we don't like unknowns. You are an ally, but we know so little about what you can _do_ , that it makes us uneasy."

Homura could hardly deny that point, "I understand. Perhaps, better than most. Very well, I will explain."

Instead of sitting down at the table, Homura remained standing and shifted into her Magical Girl uniform. The familiar weight of her shield fell on her arm, the girl somewhat amazed that not one of the others tensed up. If she had transformed in the presence of a group of Magical Girls, she would have been attacked. Or at least looked at with more suspicion. But even Kyoko was calm as could be, as the time-traveler looked dully out at the others. She wasn't going to give them all the details by any means, but this? This was enough.

The girl stopped time, and moved various objects around. The grey scale of her time stop surrounded her as she did so, casting even Madoka's bright pink hair into a dull tone. A small frown always crossed Homura's face when she saw that, but she pushed past it. It was only when things like Kyoko's pocky being in Fate's hand were done, that the grey would vanish. And for her part, Homura had moved from her original position by the door to stand beside Madoka. Not a great distance, but still movement.

"What the hell?!" Kyoko, typically, was the first to notice something amiss, "Where's my..."

"Here," Fate held up a hand, a confused expression on her face, "Though I'm not quite sure how I got this..."

"Homura-chan?" Madoka blinked, looking at the girl standing by her side, "When did you move there?"

"That wasn't teleportation," Lindy's voice had all attention on her, as the Admiral lost any signs of tiredness in favor of looking at Homura with a quite serious expression on her face, "Or any form of high-speed magic. If it was, we would have seen you move."

"You are correct," Homura inclined her head, "My ability has nothing to do with speed, nor teleportation. I have limited control over time."

Lindy's eyes widened slightly, "Time control?"

"Indeed."

If the reactions were anything to go by, the ability to manipulate time was something that the Midchildans were unfamiliar with. At least, that was what Homura assumed until Nanoha turned to look at her.

"Can you go _back_ in time, Homura-chan?" the girl asked, none of the usual cheer in her voice.

"Yes. Only a..."

"Month," Fate finished her sentence, "Exactly one month."

And now it was Homura's turn to turn shocked eyes on the others. Or, as shocked as she was ever capable of looking now. How had they known...? She had never met anyone who knew of her time travel, not once. And certainly, had never met anyone who could pin down the exact time she could go back. How in the world could the Midchildans know? That didn't make any sense, whatsoever. And it had Homura even more on edge than before, as she reevaluated the threat the TSAB could potentially be. If they could recognize her abilities...

"How do you know that?" the Magical Girl's voice dropped down in tone, as she looked around the room for a potential escape route.

"Because when we came back to Earth, we had a massive dimensional disturbance," Lindy answered, "And Nanoha reported that everything was moved back in time a month. Not only that, but that her hometown of Uminari had become Mitakihara."

"For all intents and purposes," Fate took over for her mother, "We had gone back in time, and merged our home universe with _your_ universe."

Homura frowned, lowering her arms, "My magic has never...never merged something like that. I will admit, I am unfamiliar with you and have never encountered the TSAB before. But I had assume it was an irregularity, as has happened before."

That had been her assumption, from the first moment she had encountered Nanoha Takamachi and Fate Testarossa. But...on the other hand...

 _Madoka..._

"I may have a theory on how this happened."

All attention was back on Homura, as she readied herself. This was...this was not going to be a comfortable discussion. However, it remained necessary. Homura just did not like the idea of talking about something so deeply personal. The last timeline...it had not ended the same as most. And she would have to tell these people, only one of whom she trusted. This was, well, not something she would enjoy. At all. Even so...

"Madoka, she..."

 _-0-0-0-0-0-0-0-0-0-0-_

 _"Homura-chan!"_

 _"Madoka! What are you doing here?!"_

 _The time-traveler was not one to yell. She never had been, and never would be. However, her nerves were shot, as she saw the familiar head of pink hair sprinting to her through the downpour. Walpurgisnacht was due to arrive at any second, and Madoka should not have been out here. She should have been with her family, in the shelter. Homura knew that meant facing down the monster Witch alone. Kyoko and Sayaka had killed each other, and Mami had fallen even earlier, when she foolishly attempted to talk Homura down from killing Oriko Mikuni. But that was okay. It was even okay if Homura herself died in this fight._

 _All that mattered, was that Madoka was safe._

 _"I couldn't sit there, Homura-chan!" the pinkette protested, "I want to help!"_

 _"You can't help Madoka," Homura shot back, anxiously turning her eyes to where she knew the Witch was going to come, "This is not a situation anyone can help me with. I must fight alone. And I won't see you become a Magical Girl, even to help me."_

 _That was an old argument, especially with this Madoka. This Madoka...she had been more bound and determined to be by Homura's side than any, for so long. It made it difficult, to work around. Especially now. Clenching her fist, Homura used what little magic beyond her time abilities she knew. Rope flew from her shield, enchanted to increase it's strength and durability. She bound Madoka inside the nearest building, her eyes hiding an old pain._

 _"Madoka, please don't fight this. Stay here, and don't try and follow me. I will defeat Walpurgisnacht, and come back for you. Until then...please, stay safe. I can...I can't fight, if I don't know you're safe."_

 _"Wait! Homura-chan!"_

 _Pushing to the back of her mind, with difficulty, Madoka's worried shout, Homura jumped into the air. Her sharp violet eyes scanned the horizon, looking for her eternal foe. Dark grey clouds marred the horizon, the remnants of the storms that always presaged the Witch's arrival. Homura spent no attention on that fact, eyes locking onto the blue form of Walpurgisnacht, moving out of the clouds. The laughter of the monster soon joined her body, echoing through the empty streets. The Magical Girl grimaced, fighting every urge to cover her ears. That hateful laugh...it was the stuff of her nightmares. Around eighty times, she had heard that laugh._

 _And each and every time, it presaged Madoka's death. Or, had come after Madoka's untimely passing._

 _It hardly mattered which it was. Homura had long ago associated the laughter of Walpurgisnacht with all her woes. All her pain. All her suffering. And this time, she was going to ensure it never was heard again. Clenching her fist, Homura reached into her shield and withdrew a detonator. She had gathered explosives, more than ever before._

Got you...

 _And Walpurgisnacht had just flown over them. Pressing down on the detonator, Homura saw nothing but fire and smoke. The massive rumble of hundreds of tons of explosives swept through the air. And the Witch vanished in the conflagration._

 _"That was too easy..." Homura muttered, already moving to a new position, even as she discarded the detonator and pulled out a rifle._

 _Her movement had proven fortuitous, as dark 'ink' flew through where she had been. The 'ink' split, coalescing into the form of Magical Girls. Mikuni, Kure, Kyoko...Homura could recognize them among the multitude of girls she had no knowledge of. Her foe, Walpurgisnacht's Familiars, moved in for the kill. Dark swords slashed at the Magical Girl. Wands flung purple energy at her, and bows fired inky arrows. Homura flung her body to the side, flipping and turning around all the attacks. This, this she was familiar with. She had fought the Familiars, so many times...nothing surprised her._

 _"You will not kill me."_

 _Her dull voice was lost in the laughter of both the Witch in the distance and her Familiars. Homura couldn't care less. Her rifle came to place on her shoulder, barking out accurate bursts of fire. Walpurgisnacht's familiars burst into sparkles of light, each burst 'killing' one. The Magical Girl was under no illusions. They_ would _be back. But that was immaterial to the fight at hand. The moment her surroundings were clear, she burst into motion. Familiars scattered, as Homura shot past them. Her target was the laughing master._

 _The stage master, of her long nightmare._

 _"I will win this time!"_

 _The rifle fell from Homura's hands, as she pulled out an anti-tank weapon. Fire flashed from her shoulder, before the Magical Girl dropped the weapon and drew another. And another. And another. Her hands were constantly reaching and firing, dozens of projectiles flying at Walpurgisnacht. Smoke once again obscured the laughing monster, the teenager coming to a stop atop a building, sharp eyes scanning for any sign of damage._

 _"HAHAHAHAHAHA!"_

 _Only for the hated figure, coming out without so much as a scratch. Her mouth opened wide, fire spewing out, the magical heat melting through multiple buildings. Homura jumped way from her perch, aiming to avoid getting hit. Her hand reached for her shield, ready to turn it and stop time. But even as she did so, the Magical Girl felt a surge of energy. A surge of familiar energy, that had her violet eyes widening._

No. No, Madoka...no...

 _Homura turned her head, towards where she had left her friend. Pink light surrounded the ruins of a building, but Homura's sharp eyes could see through the light. See where Madoka stood, bow in hand, looking out at Walpurgisnacht. See Kyubey, the hateful little rat next to Madoka with grin on his face. The Magical Girl clenched her fist, rushing to her friend, even as she fired on the monster of a Witch. Homura didn't bother looking, as the laughter stopped. Every time that Madoka was a Magical Girl, she had succeeded in killing the Witch. Recently, in as little as one shot. But every time..._

 _"Madoka!"_

 _Every time, she would collapse. Her use of power to kill their foe, was too much. Madoka had already fallen to her knees, face clearly in pain. Homura didn't need to look at her neck, to know her Soul Gem was turning black quicker than any Grief Seed could cleanse. Perhaps, perhaps Walpurgisnacht's Seed could. But she had neither the time, nor motivation, to look for that object. Homura had fallen to her own knees, helplessly watching as her friend writhed in pain. She didn't even bother shooting Kyubey, all her attention on Madoka._

 _"Why did you..." Homura's voice cracked, "Why did you do that?"_

 _"I..." Madoka got out, her own voice filled with pain...pain and fondness, as her hand shakily reached up to cup Homura's chin, "I couldn't let you fight alone, Homura-chan. I...you mean so much to me! I wasn't going to...to let you..."_

 _Her voice trailed off, a pained gasp escaping her lips. Homura could do nothing, but take Madoka's hand in her own. Provide what little comfort she could, before Kriemhild Gretchen once again returned, to destroy Earth. Homura felt tears in her eyes, as she squeezed at the hand. She could already feel it growing cold. Feel Madoka's life ending, yet again. She had failed, yet again._

 _"I could have done it alone..." the Magical Girl's voice was weak, none of her stoicness surviving, "You didn't have to do anything!"_

 _Madoka's face formed a smile, despite the pain in her features, "Maybe, but I had to Homura-chan! You're my friend, and I couldn't..."_

 _Forcing her pain down, Madoka seemed to realize how little time she had. Her hands clenched on Homura's, as pink eyes looked at her with the most serious expression this Madoka had ever worn._

 _"I wouldn't let you fight alone. I know you'll be gone soon, to meet another me. But my wish..." Madoka groaned in pain, her hands shaking as her Soul Gem reached it's limits, "My wish was that you never have to fight alone again!"_

 _Those words, strong and full of conviction, were the last words this Madoka would ever speak. Her hands lost their strength, falling away. The brilliant pink eyes, slid shut. Her Soul Gem...her Soul Gem became the heart of the most powerful Witch. Homura didn't stay to see more than that. Even as the sky turned black with the form of Kriemhild Gretchen, she was reaching for her shield. Another timeline. Another failure._

 _All she could do, was turn back time once more, and try again. But yet, Madoka's words echoed in her head._

 _'Never have to fight alone again...'_

 _-0-0-0-0-0-0-0-0-0-0-0-_

"Homura-chan..." Madoka, _this_ Madoka, weakly held out a hand to the time-traveler.

"And that, is why I believe our worlds may have merged," Homura avoided the hand, voice admirably stoic, "I told you that Madoka's Witch...that she is strong enough to destroy worlds. I fully believe, with all the evidence, that her _Wish_ had similar power."

Power enough to merge dimensions, perhaps. Homura would be the first to admit she had no knowledge of dimensional mechanics. Until she had met the TSAB, she had believed her own world was the _only_ world. Not Earth, but the universe she called home. The idea that there were other, parallel, worlds out there? She didn't know how to feel about those. But it didn't matter in the end. If Madoka had wished she would never have to fight alone, and Homura's powers had never merged dimensions before, the only logical explanation was the one she put forward. That Madoka's wish had, somehow, someway, merged her home with that of Nanoha and her comrades.

It was hard to believe, but then, wasn't anything about magic hard to believe?

"I..." Fate looked like she was trying to form words, but they died in her throat.

In point of fact, all of the Midchildans- and even Kyoko and Madoka -were silent. Their faces were open books to Homura...pity. The pity she neither needed nor wanted. She had known it would be there. However much the girl didn't care for it.

"How do you keep fighting?" Nanoha's voice, so similar in tone to Madoka's, echoed through the room.

"Yeah..." Kyoko was unusually subdued, not even reaching for her pocky, "The hell Akemi? How long have ya been doin this?"

"Too long," Homura replied, not giving any more details, "Far, far too long."

Fate sighed softly, a guilty look in her red eyes, "I...I apologize, Homura. If I had known, I wouldn't have pushed you."

"That is not important."

Homura may not have been happy with Fate. Or with having to reveal her secret, like this. But now that it was out in the open? It was pointless to reflect on what may have been done to avoid it. Now was the time to push forward, and use this to her advantage. However she was able to.

"Well," Lindy coughed lightly, a motherly expression on her face as she looked at Homura, "I believe I speak for all of us, when I say we won't let that happen again Miss A...Homura."

"So you say, but I have had aid before...it has never worked."

"No!"

That was Madoka, her hand...a hand that had Hoffnung hanging like a bracelet. Homura did _not_ flinch, despite that. But her eyes were drawn to Madoka's eyes. The pink eyes, that had captured her heart so long ago. Eyes that were staring at her with a serious look to them.

"I didn't make a wish this time," Madoka continued, face flushed with embarrassment, even as she continued on, "but I can fight now. You said that I can beat Walpurgisnacht?"

"Yes...you always..." Homura began, only to be silenced.

"Then you don't need to worry! I can fight with you now! And we've got Nanoha-chan, Fate-chan, Mami-san, Kyoko-chan, Sayaka-chan..." Madoka listed off potential helpers, "Chrono-kun, Amy-san, Lindy-san...you've got a lot of people who can help!"

Nanoha nodded, "She's right, Homura-chan! We've fought stronger things than Walpurgisnacht and won before, haven't we?"

"Indeed," Fate had her 'Enforcer' expression out in full force, "You need to tell us everything you know Homura. The Incubators...can wait. We will stop that Witch, and then deal with them. Mother?"

Lindy nodded herself, "Exactly. Homura, please go with Fate to find Chrono. I want you to put together a plan of action. Anything you can remember about that Witch, anything at all, you need to tell us. Attack patterns, how it reacts to attacks, anything you know."

Homura...Homura didn't know how to feel. This was not something she was used to. Having backup, that had happened before. But it had never worked out. Even in timelines where she recruited aid from the other Magical Girls, they had lost. And they had never planned like this. Even Mami, had only ever asked for the bare minimum of details. Kyoko and Sayaka? It was harder to get them to even listen, let alone plan. But the TSAB...they were trying to plan on her information. Asking her to tell them everything she knew, in the interests of being as prepared as possible. It was...strange.

But on the other hand, it was something she could work with. Her only true gauge of power were Nanoha and Fate. But that power was immense, enough to easily dispatch Witches that would give Magical Girls difficulty. Perhaps, having that power on her side _would_ be enough. And perhaps, being able to plan with them how to defeat Walpurgisnacht, would give her a way to win. It could only be better than fighting alone.

 _I still hate the idea of Madoka fighting. But she is correct...with this magic, her power, and the TSAB? Perhaps I may finally end this endless maze. This nightmare without end._

She could only hope, as Fate lead her out of the room. Homura would tell them everything she knew about Walpurgisnacht, and they _would_ win. It wouldn't be easy, it wouldn't be quick. But this was the best chance she had seen in any of her timelines. In any of her, far too many, tries at this.

"We won't lose, Homura," Fate spoke up, serious red eyes locked onto the time traveler, "You won't lose."

"I would like to believe so. But Walpurgisnacht is..."

"We will _not_ lose," the blonde cut her off, "Trust us."

"I do not trust easily."

And yet, Homura felt that this may be an exception to the rule.

"You don't need to trust us," Fate smiled softly, "But believe me, when I say we will do everything we can to help you. You won't need to fight this again, not if we have anything to do with it. Nanoha and I...we've fought beings capable of immense destruction before. This is nothing new, even if we haven't fought Walpurgisnacht before."

Homura didn't particularly care for their experience, other than the use it gave her, "Hmm."

"Believe me Homura, there is nothing to worry about."

 _I can only hope you are telling the truth..._

Hope they were telling the truth, and keep moving forward. Keep moving forward, towards the end of her long journey. And maybe, just maybe, once they had defeated Walpurgisnacht for good, Homura could rest. Rest, and never have to worry about Madoka again. That would be...

"That would be...nice..."

It was telling, that Homura could only feel that much, about a potential end to her trials.

* * *

 **AN: Like I said, this one fought me hard. I knew from the start, that this was the route I was going to go. However, that didn't make it particularly easy to write. So hopefully everything worked out in that regard. Don't quite have time to reply to reviews though, but I _do_ thank everyone who took the time to review. It's those that keep me going, more than anything else.**

 **So if you liked the chapter, drop a review. Hopefully the next one will be easier to put together, too.**


	15. Discovery

**AN: *insert apology here***

 **One of these days, I'll get back on a schedule. I hope. Regardless, update! We have a bit more from Yuuno, as well.**

* * *

 **Chapter 15: Discovery**

Bright lights flashed, as a sword clashed with a musket. Blue and gold, flying apart. A cocky smirk, as a sword _shot_ from its hilt, only to be ensnared by yellow ribbons. Ribbons cut to pieces by another sword, even as the report of a rifle firing echoed. A report that covered the sound of panting girls, as the two broke apart again, looking at each other.

"Mami-san, you don't hold your punches!"

"Of course not, Miki-san. If I did, you wouldn't learn what you need to know."

"Yeah, but you..."

"Don't forget to pay attention!"

Sayaka Miki grinned, her blood pumping as she dodged around a musket ball. Mami Tomoe just smiled softly, tossing aside her rifle, even as she formed another. The two girls had been dueling each other, training the former to be a proper Magical Girl. Mami was the first to admit she wasn't the best teacher for a girl who primarily relied on getting in close and cutting an enemy, but she would do the best she could regardless. And her experience with Kyoko once upon a time gave her something to work with, at any rate.

Experience that let her catch Sayaka's swing on her new musket, the metal more than standing up to the sword. Mami smiled at Sayaka, who jumped back in time to avoid getting a bullet between her eyes.

Not that Mami would ever _actually_ shoot Sayaka, of course. Her aim was always slightly off, just as she knew Sayaka would never attempt to slice her arm. The two were training, not fighting, after all. Training that was very important, now more than ever. Mami had noted an increase in the number of Witches, and the power thereof. It had her worried...the only reason the number of Witches would increase, was if the queen of their kind was approaching. Walpurgisnacht...Kyubey had told her of the monster. Told her that a sign of her approach was an increase in Witch activity, as they were drawn to her.

 _I worry. Miki-san is strong and determined, but she's so new. And I know I can't handle Walpurgisnacht alone..._

Mami would love to say she could rely on Akemi, or the new girls. But she couldn't, not anymore than she could rely on Kyoko. She had to work on the assumption it would only be her and Sayaka, and if that were the case...

"I think we should take a break, Miki-san."

"Ah..."

The blonde's smile widened, as she dispelled her Magical Girl outfit, "Come on, Miki-san. If we work too hard, you won't learn anything."

"Yeah, but this is kinda fun."

All Mami could do was giggle at the pout directed her way by the younger girl. Sayaka sighed heavily, even as she dispelled her own uniform however. Once the two girls were back in casual clothing, they left the old junkyard that Mami used for training. Physical training was all well and good, but too much could do more harm than good if they weren't in shape to fight Witches.

So, it was time for more mental training. Mami had always kept quite extensive notes on Witches, after all!

 _"Ah, Mami!"_

Or, she could talk to Kyubey instead.

"Kyubey," Mami turned her smile on the familiar little cat-like creature. "Did you need something?"

 _"I was nearby, and though I'd see how you were doing. Are you and Sayaka training well together?"_

"Yes we are. Miki-san is progressing quite nicely, in fact. I think we may be ready to move to more advanced training soon."

Sayaka perked up upon hearing that, "Really?"

"Yes."

Mami couldn't help but grin at the excited look on Sayaka's face. It _had_ been too long since she had a junior to train. Though her grin turned more fond, when Kyubey jumped up on Sayaka's shoulder, curling around her like a white scarf. The bluenette blinked, looking down at the cat-like creature using her neck as a resting place, before raising a confused eyebrow at Mami. Who had broken down into giggles, at the adorable sight. Kyubey...her oldest friend was more intelligent than anyone she knew, but he certainly liked acting the role of the cat on occasion.

It honestly was quite adorable.

 _"Mami, are the two of you able to talk with me for a little while?"_ Kyubey continued, tilting his head at the blonde.

"Certainly, Kybuey. You know I always have time for you!"

It was true, too. Mami would always put aside time, if Kyubey had something he wanted to talk about. It was, after all, what she owed him. If it weren't for Kyubey, she would be dead and would never have met so many good friends. So moving to an isolated park to talk with him? No problem at all. Sayaka, even if she didn't have the white animal for a scarf, would have done the same as well.

That said, it was only once they were all seated at the bench that Kyubey jumped off Sayaka, and sat down on the table. His pink eyes looked up at Mami, as he absently licked a paw. These little catlike actions had Mami smiling every time she saw them. Kyubey was so easy to relate to, when he acted like that.

"So, what'd you need us for?" Sayaka was the first to ask a question though, blue eyes looking at Kyubey curiously.

 _"I have something to ask you two!"_ Kyubey replied cheerfully, his grinning face looking between the girls. _"Have you talked with Madoka Kaname recently?"_

"No, we haven't." Mami replied, tilting her head slightly. "Why?"

 _"She cannot make a contract with me now."_

"What?!" Sayaka squawked, her hand slamming down on the table. "Is she okay? Did someone hurt Madoka? Did someone..."

"Miki-san, calm down." Mami placed a calming hand on the bluenette's shoulder, turning back to Kyubey. "What do you mean, Kyubey?"

 _"What I said, Mami. Madoka Kaname has taken the magic of Nanoha Takamachi as her own, and I can't sign a contract with her now. It is such a shame...her potential was the greatest I've ever seen."_

Mami frowned lightly, "It was?"

 _"Oh yes! Madoka Kaname had more potential than any Magical Girl I've ever met, by far."_

"Then why would she do that then?" Sayaka frowned herself. "I mean, I know Madoka didn't have any wishes she really wanted. She told me that much. But wouldn't she have wanted to at least have the option?"

It was hard for Mami to understand as well. Granted, she had made her own wish in rather...harsh...circumstances. But even if she hadn't, the blonde knew that the idea of having anything she wanted for a wish would have tempted her no matter the situation. Look at Sayaka, who had made a wish to save someone she loved from a fate worse than death, at least to the boy in question. Or Kyoko who had...well, who had good intentions no matter how it had turned out. Mami could hardly imagine why a girl would turn down even the chance of having a good wish, for any reason. Especially since she knew just about nothing on the system of magic that Nanoha used.

Did Kyubey know more?

He seemed to, if the way he had spoken was any indication. Mami understood her own magic like the back of her hand, after years upon years of using it. But she couldn't say the same for Nanoha's magic. She had yet to really see it in action, and the mechanics were beyond her. So it...well, it was _possible_ it rendered making a wish impossible. Though she would have to trust Kyubey's word.

Which, she always did anyway.

"I have to agree with Miki-san," Mami finally sighed softly. "Why would Kaname-san give up any chance of making a wish?"

Kyubey merely licked his paw, _"I really couldn't say. Not one of the new Magical Girls wants to talk to me, though I don't know why. Perhaps because of Homura Akemi?"_

"Transfer student?" Sayaka grimaced, a hint of anger in her tone.

 _"Yes. I can't claim to know why, but she seems to hate me. I wonder why...I don't remember contracting with her, but she most definitely has a Soul Gem!"_

"Maybe she wished that you wouldn't?" Mami suggested, the blonde tapping her chin. "Not that it matters...why would she possibly hate you?"

 _"I have no idea."_

Neither did Mami. It was almost impossible to hate Kyubey, once you got to know him.

 _"Regardless, her attitude appears to have transferred to her new friends. I can't even talk with Kyoko Sakura now! Even if Madoka Kaname had the potential to contract, I don't know if she would."_

"Then I need to talk with her." Sayaka had an annoyed tone to her voice now. "Geez Madoka, make things difficult why don't you..."

Mami sent a fond smile at the bluenette, even as she shook her head. Turning back to Kyubey though, the blonde frowned. "Can you tell me anything about their magic?"

 _"Unfortunately not. As I've said, I have never seen the likes of it before. That said..."_

Kyubey hopped down from the table, walking around it like a cat pacing his territory. That might have gotten a smile from Mami in normal circumstances, but right now all her attention was focused on Kyubey's words. What was he going to say? It was clearly something related to the powers of Nanoha and her friends. But what could it possibly be? He said he didn't know about their abilities. And Mami saw very little reason to doubt those words, in the long run. Why should she? Kyubey had never lied to her.

So why would he need to be mysterious like this?

 _"I have wondered, myself, why they are here. Nanoha Takamachi may be from Earth, but surely that isn't enough of a reason?"_ Kyubey tilted his head in clear confusion. _"In that regard, I have watched them. Mami, they are collecting Grief Seeds. I don't know for what purpose, but they are. Why would they need to do that, if their magic doesn't require the cleansing? And we both need the Seeds ourselves."_

The blonde frowned in thought, "They don't need the Seeds, but they're collecting them..."

"Maybe they're stealing them!" Sayaka jumped in, always one to find the bad in a situation.

 _"That is what I believe. Though I don't know why."_

"Well, we will need to talk with them then." Mami nodded, as a plan was already forming in her mind.

Magic that rendered a contract impossible. Not from Earth. Collecting Grief Seeds, despite not needing them. Despite knowing that Magical Girls would lose their magic, if they ever ran out of ways to cleanse their Soul Gems. There was something here, and Mami didn't like it. Nanoha and Fate were quite kind, but...kindness was sometimes merely face-deep. And...well, she had not survived this long by being foolish.

If there was a threat here, Mami would find out. And do what she had to do, no matter how friendly the other girls were.

* * *

Finding a world with the ruins of civilization, but no survivors, was nothing new to the TSAB. Or, for that matter, the Saint Church. Many societies, in their experimentation with magic or even more mundane weapons, would wipe themselves out. It was these societies that often birthed the infamous Lost Logia. For all that it was almost routine, it never got any easier to see though. Even for Yuuno Scrya, who had made his living in digging through the ruins of these lost civilizations. Looking out the bridge window of the Saint Church frigate _Clarice_ , the young archaeologist observed the world they were orbiting. Even his sharp eyes saw nothing but a verdant green world, dotted with blue oceans.

Almost like Earth.

But the eyes could be misleading. The _Clarice_ was not as new as a proper TSAB warship, but her sensor net was more than capable of giving more detail on the planet below than any set of eyes could see. For instance, that while there were sprawling ruins of once-beautiful cities, they were all empty. Empty, save for the twisted readings of Witch barriers. Far more barriers than Earth, spread everywhere on the planet. From the cities, to the forests, grasslands, and swamps outside them. If ever there was a planet that was barren of life, it was this one.

 _And that is worrying._

Yuuno sighed softly, as he felt Arf walk up next to him. The tall Familiar looked just as disturbed as he felt, her fang poking out from a deep frown.

"I don't like it." She declared, crossing her arms under her impressive bust.

"Neither do I," Yuuno agreed, his own frown not letting up. "We didn't know for sure if the Incubators had operations on planets beyond Earth, but this..."

"An entire world overrun."

Both librarian and Familiar twitched, as Signum made her presence known. The Belkan Knight was quite good at that...appearing out of nowhere. And right now, her eyes were flinty, as the warrior looked out at the world. Her shoulders tense, as her hand drifted to her sword.

"I have read the reports from Earth," the pinkette continued, her voice cold. "Witches are a dangerous abomination, but to think they could grow in numbers enough to wipe out an entire world is...worrying."

Arf sighed, "Yeah. I mean, I thought the Jewel Seeds were bad."

"They were." Yuuno helpfully supplied.

"But this? Yeah, not as bad as I thought. Fate certainly didn't tell me Witches could get _this_ dangerous!"

Signum merely shook her head, "I don't believe it is in the individual strength of the Witches. The numbers we are seeing...I believe it is a matter of critical mass. If too many Witches are formed, the Magical Girls will not be able to keep up. And the more that die, the more that turn themselves, the worse the situation would become. If the Incubators care not for keeping the balance, then it would be quite simple to upset it, if a world has no means of fighting back."

And that was what had likely happened, to the poor planet beneath them. And what may eventually happen to Earth, if the TSAB couldn't figure out a way to either deal with the Witches or contact the Incubators. Needless to say, even stoic Signum felt a hint of anger at the idea. Earth was the closest thing she had to a home, now. Hayate may spend a good deal of her time out on missions or training on Midchilda, but at the same time, she spent equally as much time on Earth. Imagining the world being overrun as the one they had found?

And, moreover, imagining how many other worlds were at risk or had already fallen?

 _I don't like it, at all. I don't know if talking with the Incubators will work, if they let this happen._

Sighing softly, Yuuno looked back at his female counterparts, "We need to go down there. Look for clues, or survivors."

Yuuno knew he had too big of a heart. But neither of the women denied his request. Signum just sighed softly.

"Hayate has already asked much the same. I believe she is even now talking with Knight Saran about doing so."

"And he said yes!"

Speak of the brunette devil, and she shall appear. Hayate was already kitted out in her Barrier Jacket, with Vita, Shamal and Zafira in tow.

"I see." Signum nodded at her leader, turning back to Yuuno and Arf. "You two may come along as well, though I would advise we stay close together."

The librarian and Familiar shared a look, before Yuuno nodded at Signum.

"We'll go."

They could hardly stay behind. Arf would never let the shorter teen out of her sight, not when she was tasked with keeping him in one piece. And Yuuno would never turn down a chance to explore the ruins of an ancient civilization. Even if this society was more modern, the point was even _more_ important. For while the typical ruins he normally saw could yield a Lost Logia or two, this world set a precedent. It represented the lengths a powerful society would go to, in order to pursue their goals.

And finding out everything they could about the Incubators...well, that was extremely important.

* * *

"It's a ghost town..."

"Quiet Vita."

"Fine."

As the light of teleportation magic cleared from his green eyes, Yuuno looked around their destination. Vita's words were hardly _false_. All around were towering buildings, not out of place in a modern Earth city like Uminari. But where that city, or the Mitakihara that had replaced it, were intact...this was not. Many of the buildings bore signs of combat, holes blown into them, and windows shattered. A couple were burnt out husks, leaning against other more intact ruins. Whatever had gone through this area, had left it's mark.

And there was...an eerie feeling.

 _"I'm not the only one who feels that, am I?"_ Yuuno asked mentally, feeling like he didn't want to voice his question.

 _"No, you aren't."_ Hayate's grip on her staff was white, her bright blue eyes scanning the area.

 _"Indeed."_ Even mentally, Zafira's voice managed a gruff grunt. _"We are being watched, and it is not by friendly eyes."_

The feeling was hard to argue against. Yuuno could _feel_ something, or someone, watching him. It was a feeling he was entirely unused to. Like a cold bucket had been dropped over his head. Like a chill ran up his spine, every time his eyes latched onto a shadow in a ruined building. The blonde shifted closer to the others, the group tightening their formation, as Signum and Vita- easily the best combatants there -scanned their surroundings.

 _"There must be Witches nearby. Shamal?"_

Hayate may have been exceedingly uncomfortable, but she still held a commanding tone to her mental voice. Her blue eyes turned on the green-clad woman, who smiled back softly. Bringing her hand up, the healer kissed her Device, the ring on her finger glowing as it began the scan.

 _"Too much data."_

 _"Too much...are you certain?"_ Shamal asked, eyes widening slightly.

 _"Ja!"_

Needless to say, every member of the little group was warily watching every shadow now. Every shadow, and every movement, could be a Witch. With the amount of negative energy...negative magic...around? Even the extremely experienced Wolkenritter couldn't pick out distinct barriers.

 _"Right..."_ Hayate muttered softly. _"Everyone, stay together. We don't know what these Witches are like."_

 _"Understood."_

 _"Right!"_

Yuuno was silent, before nodding, _"Got it."_

The little group began to move forward, forming a circle as each member scanned their surroundings. As they walked through the ruined city, something rapidly became apparent however. There were no bodies. Not even the remnants of skeletons. Burnt out husks of strange vehicles littered the streets, and the ominously creaking buildings towered above them. Both made it quite clear that there wouldn't be any survivors, even if the scans hadn't.

But the lack of bodies...

 _It's too soon. They wouldn't have turned to dust that quickly._

Yuuno knew that, better than anyone. He had come across plenty of bones, and even the occasional mummy, when he was still out on expeditions. The damage done to this city...was far more recent. Within a few decades, at the absolute most. If that was the case, there _should_ be bodies. Many bodies, for a city this size. The only reason they wouldn't be there...

 _"Barriers."_ Signum's stoic voice seemed to read his mind. _"I cannot pick out an individual one, but that is the only reasonable explanation as to the lack of bodies."_

 _"She's right."_ Yuuno nodded, pushing his glasses up his face, as the sound of wind rushed through one of the ruined skyscrapers. _"This is all too recent for the bodies to turn to dust. It has to be the Witches."_

Silence fell upon that statement, as wind blew up dust around the TSAB group. Shivering slightly, Yuuno pushed away the feeling of _malice_ surrounding him, looking at his comrades. And it hardly helped. Even Arf was showing the signs of feeling the malice. Her tail was hanging low, as the Familiar turned her eyes on the librarian. The blonde could only sigh softly, and shake his head.

This was outside even his experience, as the group continued through the ruined streets...


	16. Chapter 16

**AN:  
**

* * *

 **Chapter 16**

Sucking in a deep breath, Madoka Kaname held her new bow up in an aiming position. Instincts she hadn't even realized she had guided her hands, her arms slowly relaxing, despite her shoulders remaining squared. Pink eyes stared down the sight of the bow, the world colored in hues of grey around her. There was complete silence save for her breathing...and for the steady sound of Homura Akemi's heartbeat by her side.

"Homura-chan, are you really alright with this...?" Madoka resisted the urge to turn her head, aware that it would just get her yelled at. And Homura-chan was _scary_ when she yelled.

"...yes." For her part, Homura only hesitated a second before answering. Truth be told, she wasn't entirely comfortable with this. With allowing someone else to use her magic for their advantage.

But then, this was _Madoka_. For her, Homura would do anything.

 _Had_ done anything, on many occasions.

"If you're sure," Madoka gave a small little smile, even though Homura couldn't see it. A smile that fell away relatively quickly, when her attention returned to the thing in front of her though.

A massive Witch, frozen in time. Nanoha and Fate stood on either side of said Witch, frozen as well, but in combat stances. They were there to kill it, if Madoka couldn't. Something that had her hands shaking a bit, to think about. Madoka was, at her heart, one of the kindest and least violent girls around. She hated the idea of even getting into a fight of words, where she wasn't physically harming anything. The idea of actually ki... _killing_...something had her sick to her stomach. Maybe when the Witch had just been a monster to fight, it might have been different.

But that Witch was once a girl like Homura. Someone with dreams and hopes, who made a wish with the hope it would make her life better. Innocent, not knowing what her fate would be.

Torn apart by Kyubey.

And now, Madoka stood here, aiming her new Device at the Witch. Preparing to kill it, without the former Magical Girl ever knowing what was coming. Was she supposed to _not_ feel sick to her stomach at that idea?

"Remember Madoka," Homura's hands, gripping the pinkette's arms, tightened ever so slightly. Not painfully...just enough to remind the younger girl she was there. "The Witch isn't human anymore. That's a monster who would not hesitate to kill anyone who she feels the need to kill. You. Me. Takamachi. Miki."

"I...I know!" The newly minted Mage protested, her voice shaking despite everything. Madoka felt tears prick at her pink eyes, but she didn't turn her head. She couldn't. "But I can't just kill her without..."

In response, Homura merely squeezed tighter. Gentler.

"You are not _killing_ her." Shaking her head, Homura resisted the urge to brush at her hair. Instead, she merely leaned in closer to whisper in Madoka's ear. "She was dead the moment she became a Witch. All you are doing is ridding the world of a monster that exists only to kill and destroy. Much as I may disagree with Tomoe and her methods of teaching, she _is_ correct about that. Killing a Witch is not something you should ever hesitate to do, or mourn over the victim. They ceased to exist the moment their grief overtook them. Remember that, Madoka."

Homura fell silent at that, content to let Madoka think over what she had been told. Talking that much...she didn't do that often. She wouldn't do it for anyone else. Where it Takamachi or Miki, she would merely point at the Witch and say the girl was gone and this was a mercy kill. But Madoka? No. Homura would neither sugarcoat the truth, nor distort it. She would say what it was, and make Madoka understand why she was doing it.

It was the least she could do.

Madoka, in the end, just sighed softly. She leaned back against Homura, letting the other girl's strong arms comfort her, "I understand what you're saying Homura-chan. It's hard though."

"I would be worried if it was not, at least for you Madoka." Homura replied softly, the usual edge to her voice fading. If only slightly. "You're too kind."

The last bit was whispered, so low that even the other girl couldn't hear. Squeezing down again, Homura pushed Madoka back to shooting position, making sure to stay on task. She didn't have unlimited time in her time-stop, after all.

"Now, do you know what spell to use?"

The pinkette nodded, her face sad but determined, "I do, Homura-chan."

"Then use it." Homura nodded back, part of her honestly interested- for the first time in a _very_ long time -with what Madoka's magic could really do.

But then, this wasn't a _normal_ situation, even for her. She had seen Midchildan magic in action, but not Belkan. And she had seen it used by Takamachi and Testarossa. Never Madoka, at least, not her own spells. Part of Homura wanted to see it just to see Madoka fight again, the childish part of her that still lingered on. Buried deep down, with the naive dreams of a girl who once was saved by a different Madoka Kaname.

But the rest of her, the more _pragmatic_ and hardened Magical Girl, wanted to see it for a different reason. To know just how powerful Madoka truly was. And if they, finally, stood a _chance_ of beating Walpurgisnacht. Of living a life free from the specter of that monster, once and for all.

 _Madoka...please let this be the proof I need. I abhor you fighting. I always will. But if I must bear with it, I will. If only we are strong enough to_ win _._

That thought in mind, Homura resisted every urge she had to stiffen in place, when the grey hues of her time-stop suddenly were blasted away. The position she stood upon, was suffused with brilliant pink light. Turning violet eyes to the ground, Homura duly made note of the source. A bright pink runic triangle, unlike the runic _circle_ she had seen under Takamachi and Testarossa. Furthermore, Madoka's was... _brighter_ than Takamachi's similar color.

And even though she had no way of truly registering what Belkan or Midchildan magic _felt_ like, Homura could _sense_ the power. A warm blanket of energy, almost enough to suffocate her, were she not careful. The air _rippled_ with energy, all of it originating from and surrounding Madoka. The pinkette didn't even seem to notice this either.

No.

Madoka _glowed_ with power, and all she did was exhale softly. The gem at the top of her bow, bright pink in coloration, flashed just once as well. The mechanical voice of her Device echoed from that gem, disturbing the silence of the time-stop.

 **"** **Leichte Pfeil."**

As Hoffnung spoke those two words, Madoka pulled back on the string of her bow. A brilliant pink energy arrow, flickering and bright as the sun, flared to life on that string.

Homura would recognize that arrow anywhere.

"Madoka..." The time-traveler breathed out, violet eyes widening despite all her self-control.

Her friend didn't reply. Madoka merely let her string loose, the pink arrow flying straight and true into the Witch. Homura's eyes tracked that arrow, watching as it stopped some distance ahead of the pair. Even the _immense power_ in that arrow, was still bound by the power of time-stop.

But Homura didn't know if she could hold it forever.

"Homura-chan, should we stop now?" Madoka finally turned around, pink eyes concerned but completely unable to comprehend just how much _power_ she had just released.

For her part, Homura knew. And she imagined the Mages did as well.

"Yes," still, the Magical Girl nodded sharply. Her hand came to the shield on her wrist, gently tugging it. Color returned to the world. She opened her mouth to continue speaking.

 _"Homura-chan!"_

Only for an utterly _massive_ wave of magical energy to rush over her. The panicked mental shout from Takamachi barely registered, as Homura brought her shield up on instinct. The purple light of her energy shield formed in front of her, a wave of _pink_ light washing over it. And pushing her back, in a way that nothing but Walpurgisnacht had ever managed before.

 _Impossible...surely she's not..._

But even as Homura thought that, her wide violet eyes looked at the Witch. Or, rather...

Where the Witch had once been.

For now? The barrier was already shattering, an obscenely large crater carved into the street where the Witch had once been. It too had begun to fade with the barrier, the nature of a Witch's Labyrinth taking anything inside with it. But...the size of that crater had Homura blinking rapidly. Not even the strongest Tiro Finale she had seen from Tomoe had done such damage. And that, until now, had been what Homura considered the strongest pure magical attack she knew of. Not even Takamachi's Divine Buster had compared.

This?

"Madoka...how...?" Homura got out past an unfamiliar lump in her throat, as she turned to look at her best friend. Who did not appear strained in the _least_ by the massive attack she had unleashed. "That power..."

"I don't know," Madoka replied, looking down with her own pink eyes wide with shock. The bow in her hand just flashed up at her once, before returning to the form of her little bracelet. Shaking her head at that, Madoka clutched her arm to her chest, turning her eyes on the rapidly approaching form of the Mages. "Nanoha-chan, how did I do that?"

For her part, Nanoha just grinned widely, "We knew you would be powerful after that test, Madoka-chan. I guess we just didn't know _how_ powerful!"

"That, would be an understatement Nanoha." Fate shook her head, red eyes looking at Madoka appraisingly. "Nonetheless, I don't believe we've seen that much power from anyone but Hayate. Have we?"

"No, we haven't. At least not for a normal spell," Nanoha agreed. She looked ready to say more at that, but Raising Heart flashed at her neck.

 _"Master, Magical Girls approach."_

To say that the transformation of the two Mages was 'sudden' would be doing them a disservice. Nanoha's face lost it's cheer, dropping into an expression that could only be called _military_. Fate, while not changing expression so drastically, moved into a ready stance. In point of fact...

Madoka was the only one _not_ to react like that. Homura had moved in front of the pinkette, already running through who it could possibly be.

 _Mikuni and Kure? No. I may have not killed them this time, but they would be far more stealthy. At least Mikuni, at any rate. It is not Sakura, she is working with Harlaown in Kazamino. It has to be Tomoe and Miki._

That thought was confirmed, when Homura's sharp violet eyes locked onto two forms in the near distance. Mami's hair was distinctive enough in Japan, the blonde coloration quite unlike the usual darker hues. Sayaka's blue was even _more_ distinctive. Even were it not for her waving like a madwoman, charging forward at Madoka as fast as her legs could carry her.

Unlike Mami, who walked at a much more leisurely pace. One could almost call it relaxed...

Were it not for the expression on her face. Suspicion.

"Madoka, what were you _thinking?!_ " Sayaka's shout reached the group long before the charging girl did, making the target of it flush as bright as her hair. Not that Sayaka seemed to notice or even care for that. "What about a Wish? Why trust them instead of Mami-san?!"

"Fate-chan..." Nanoha didn't turn her head, merely whispering softly.

The blonde nodded, her own lips not moving. But her _voice_ echoed in Homura's head, _"I know, Nanoha. Someone told her, and I think we know who."_

 _"Kyubey."_ For her part, Homura's flat voice carried an undertone of pure _venom_. She didn't even have to _guess_ to know it had been the Incubator. Though how he knew was beyond her.

The TSAB swore, up and down, that the rat could never- and had never -even gotten near to the _Arthra_.

And odd as it was, Homura was inclined to trust them on this subject. She had never sensed the Incubator, and after so many attempts to kill him and keep him from Madoka, she knew him. Oh did she _know_ him.

 _"If it was him, we have to be more careful. Our main advantage is in the fact he doesn't know our magic system."_ Fate continued, her mental voice fully in 'Enforcer' mode.

There was no denying _that_ point, was there?

 _"Indeed."_ Homura nodded ever so slightly, her eyes not once moving from Sayaka Miki, as the blue-haired girl slowed down, gradually coming to a halt in front of the time-traveler. And glaring at her. _"If Kyubey ever learns too much, we will find it difficult to counter him."_

Neither Nanoha nor Fate responded to that. Vocally, or mentally. They didn't exactly have a choice, because Sayaka was never one to _give_ someone a chance. When she built up steam, the girl was impossible to stop. No one could ever do it, and trying was almost pointless.

"Transfer student," Sayaka ground out, glaring at Homura. Her hands twitched by her side, the blue Soul Gem ring at her finger flashing with light...itching to be used. "This was your fault, wasn't it? You couldn't let Madoka be a Magical Girl, so you made her give up her wish to use their magic?"

"Hardly." This time, Homura didn't stop herself from flipping her hair over her shoulder. Her eyes didn't quite _glare_ at Sayaka. But they weren't soft by any definition either, hardening to flinty darkness. "I had nothing to do with Madoka making this decision. In fact, I would have preferred she stay uninvolved entirely."

Sayaka clearly didn't believe that, despite it being the truth. The Magical Girl just rolled her eyes, continuing to speak in a harsh tone, "Yeah right. You have been stalking us from day one, trying to keep Kyubey away from Madoka. You just wanted her to join _your_ little group! So you could st..."

"Miki-san."

Before Sayaka could finish her stubborn tirade, Mami's soft voice interrupted her. Even at her slower pace, the blonde had reached the little group, her soft footsteps going almost unnoticed. Her hand had fallen on Sayaka's shoulder, stopping the younger girl cold. And, coincidentally, getting all the attention centered on _her_ instead. On the disappointed look on her face.

Oh, the suspicion was still there. It hadn't once left. But...

Well. Mami had fallen fully into 'disappointed sempai' mode. Once upon a time, that look would have had Homura shifting unhappily. Feeling she had done something wrong. Now? Now, it just reminded her of how _naive_ this girl was. Mami Tomoe had no idea what she was involved in, and acting like she was the end-all of information was _frustrating_. Oh it was so very frustrating, with how it ruined chances at unity against Walpurgisnacht. Had torn Madoka away, so very many times.

Homura _hated_ that expression.

"What Miki-san is trying to say," Mami continued speaking, her tone of voice matching the look on her face perfectly. Disappointment. "Is that we are confused why Kaname-san would choose to use your magic. I understand it is not the same as ours, of course, but...why would you give up a wish?"

The last was directed at Madoka, who had peaked her head from around Homura's shoulder.

"I..." The pinkette began, her voice shaking slightly.

 _"No matter what, do_ not _tell her of Witches."_ Homura snapped at Madoka mentally. She immediately regretted the tone of her voice, when Madoka flinched behind her. But they could not allow Tomoe to snap. They _couldn't. "She is not ready for that. I doubt she ever will be."_

Madoka nodded hesitantly, before turning back to look at Mami, "I didn't really have anything I, um... _wanted_...that badly, Mami-san. Everything...I like my life like it is. I'm not like you or Sayaka-chan. I don't have anything I need badly enough for a wish, but I wanted to be able to _help_ still."

The pinkette looked down at her feet, shuffling nervously in that way that only Madoka could. She refused to meet Mami's eyes, not wanting to see the judgement therein. No, Madoka couldn't look at Mami. But she _could_ continue talking.

"I didn't want to make a wish for something I didn't really want. You told us that, remember? That we needed to make sure we wished for something _important_." Shifting again, Madoka's pink eyes drifted up and at Homura. At a sharp nod from the older girl, the pinkette drew in a deep breath and continued speaking, "But Nanoha and Fate-chan? They gave me a way to help without wasting a wish. I...just want to help."

That, at least, wasn't a lie. Madoka, no matter how she hated the idea of actually killing the Witches- or rather, the girls the Witches used to be -equally hated the idea of just sitting on the sidelines. While her friends suffered and bled every day. She couldn't just sit there and watch that, without at least _trying_ to help. That was the entire reason that she had agreed to become a Mage in the first place.

And she didn't regret that choice.

She never could. Or would.

 _I can help this way. I can make sure Homura-chan and Fate-chan and Nanoha-chan are all safe._

Nothing was more precious to her, than the idea that those she cared for were safe.

"I see," Mami, for her part, just smiled softly. The blond brushed back a lock of her beautiful hair, the smile entirely directed at Madoka, "I can't blame you for that, Kaname-san. If you truly didn't have a wish and wanted to help, I can't blame you for taking the option. However..." But just like that, the smile faded, Mami shifting her attention to Nanoha and Fate instead. "I don't believe you should trust them. Kyubey told me the truth."

"Truth?" Nanoha asked, false cheer in her voice. Cheer that didn't reach her blue eyes, narrowed ever so slightly. "What are you talking about, Tomoe-san?"

Mami opened her mouth to reply, but she didn't get the chance. Because, unable to hold herself back any longer, Sayaka stomped in front of the blonde. _She_ didn't even try to look friendly. _She_ was openly glaring, the suspicion clear in her eyes. In her stance. Everything pointed at just how _little_ Sayaka Miki trusted the Mages now, something that had even Nanoha stepping back slightly.

"He told us you're stealing Grief Seeds!" Sayaka snapped, her blue eyes narrowing further. Angrily pushing forward, Sayaka glared at Nanoha and then Fate in turn, before her eyes finally settled on Homura behind everyone else. The bluenettes mistrust of Homura had finally spilled forth, and there was no pulling it back. " _We need those_! We'll lose our magic if we don't use them, Mami-san told me that. You don't need them for your magic though, so why would you be stealing them from us?!"

Silence fell at that statement, as the two sides stared the other down.

Silence, save for the slowly blinking red eyes watching in the distance.

* * *

 _"I see."_

Two Incubators sat atop a building roof, looking at the altercation in the distance. White fur gleamed in the bright sunlight, a fact that would have made them quite easy to see, had they not been deliberately hiding. Just as distinctive would have been the red eyes watching the conflict. But as they were alone, the two Incubators paid no mind to that fact.

No, they were far too occupied with the _fascinating_ situation at hand.

 _"As I reported, the 'Mages' are quite unlike Magical Girls."_ The second Incubator, Kyubey himself, spoke. His unmoving mouth remained fixed in it's permanent smile. But his _eyes_ showed an interest uncommon in the emotionless Incubators. _"However, their system of magic is quite similar to the_ others _."_

Emphasis, equally unusual for an Incubator, as placed on that word. Emphasis that had the second cat-like creature turning it's head to look at Kyubey. The head tilted to the side ever so slightly, floppy ears moving with the gesture. What would be _cute_ to a Magical Girl was merely an inconvenience to the Incubator, though it didn't show any sign of noticing that either.

 _"Indeed. The magic used by Takamachi and Testarossa is similar in nature to the_ others _. But different at the same time. Convergent evolution, it would seem. Or a successor system."_ The first Incubator spoke again. Red eyes stared at Kyubey, unblinking and dark. _"However, it would appear the_ others _are still alive as well. Madoka Kaname is using their magic."_

Kyubey inclined his head slightly, _"Yes. It is a shame that she has, as the power she has realized would have filled this world's quota."_

 _"A pity, but not one we have not prepared for. The system is secure, there is no rush to fill the quota."_ The other Incubator didn't show any signs of worry- incapable of showing it -and instead looked out at where Takamachi was backing up from Sayaka Miki. It's eyes followed those movements carefully, unblinking and steady. _"However, this does cause some difficulties. A group that, as the_ others _possesses the ability to cross the stars and a system of magic unrelated to the Magical Girl system. We had thought the_ others _unique."_

 _"All indications showed that they were."_ Kyubey agreed.

And yet, they clearly were not. That was...unexpected. It would not be the first unexpected situation the Incubators had dealt with in their long history. Every century or so, a Magical Girl would come along and make a wish that granted her powers beyond the usual fare. When that happened, a truly magnificent Witch would be born and much energy would be gathered. One such girl became the _core_ of Walpurgisnacht, the most magnificent Witch that the humans had ever produced.

But the _others_ were an unwelcome surprise. Their power did not come from the soul or emotions, like the Magical Girls. The Incubators had never truly learned where this magic originated or how the _others_ were so supremely capable in it's use, from men to women to children. The conflict between the two groups had been destructive, and the Incubators had long been wary of a return.

A return that appeared to have come to pass, in the form of the 'TSAB' that the 'mages' were a part of. The magic system was both like, and unlike, the _others_. But far more similar to that than to Magical Girls.

And now, Madoka Kaname used the long-gone system the _others_ had used.

 _"Yet, they are not. This is unexpected, an anomaly."_ The Incubator continued speaking. It's voice had not changed tone, but the _impact_ behind the words had. There was much greater weight to each syllable, the cat-like creature turning back to Kyubey. _"Continue to monitor the situation. We shall act as required, should the Mages become a threat as the_ others _were. Use the Magical Girls to identify their abilities. Should they defeat Walpurgisnacht,_ " tail flicking to the side, the Incubator moved towards the edge of the building, casting one last look at Kyubey. _"It will be time to act, and contain the danger to the System."_

With those final words, the Incubator leapt from the roof, vanishing from sight. Kyubey, by contrast, merely turned to once more observe the conflict in the distance. Homura Akemi had been enough of an anomaly on her own merits, a Magical Girl he had no recollection of contracting and one with an unknown power. The return of the _others_ in the form of whomever had trained Madoka Kaname? The presence of yet another unknown system of magic?

Yes, this was quite an unusual situation.


End file.
